AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
485APOS, 1998-04-15
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     As filed with the Securities and Exchange Commission on April 15, 1998
             1933 Act File No. 33-19589; 1940 Act File No. 811-5447

- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                X
                                                                     -----

         Pre-Effective Amendment No.____                             -----

         Post-Effective Amendment No._21_                              X
                                                                     -----
                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940        X
                                                                     -----

         Amendment No._23_


                        (check appropriate box or boxes)

                   AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
                   ------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

         American Century Tower, 4500 Main Street, Kansas City, MO 64111
         ---------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's Telephone Number, including Area Code: (816) 531-5575

                                 Douglas A. Paul
                  1665 Charleston Road, Mountain View, CA 94043
                  ---------------------------------------------
                     (Name and Address of Agent for Service)

           Approximate Date of Proposed Public Offering: June 30, 1998

   It is proposed that this filing become effective: (check appropriate box)

   _____  immediately upon filing pursuant to paragraph (b) of Rule 485
   _____  on (date) pursuant to paragraph (b) of Rule 485 
   _____  60 days after filing pursuant to paragraph (a) of Rule 485 
   _____  on June 30, 1998 pursuant to paragraph (a)(1) of Rule 485 
   __X__  75 days after filing pursuant to paragraph (a) (2) of Rule 485 
   _____  on (date) pursuant to paragraph (a)(2) of Rule 485


- --------------------------------------------------------------------------------
     The Registrant has registered an indefinite  number or amount of Securities
under the Securities  Act of 1933 pursuant to Rule 24f-2.  The Rule 24f-2 notice
for the fiscal year ending  December 31,  1997,  was filed on February 24, 1998.
<PAGE>
                              CROSS-REFERENCE SHEET

PART A:  PROSPECTUS

ITEM      PROSPECTUS CAPTION

1         Cover Page

2         Transaction and Operating Expense Table

3         Not Applicable

4         Investment   Policies  of  the  Funds,  Risk  Factors  and  Investment
          Techniques,  Other Investment  Practices,  Their  Characteristics  and
          Risks; Performance  Advertising;  Distribution of Fund Shares; Further
          Information About American Century

5         Management

6         Further Information About American Century

7         How to Open an Account,  How to Exchange  from One Account to Another,
          Share Price, Distributions

8         How to Redeem Shares, Signature Guarantee

9         Not Applicable



PART B:  STATEMENT OF ADDITIONAL INFORMATION

ITEM      STATEMENT OF ADDITIONAL INFORMATION CAPTION

10        Cover Page

11        Table of Contents

12        Not Applicable

13        Investment Policies and Techniques, Investment Restrictions, Portfolio
          Turnover

14        Directors and Officers, Management, Custodians

15        Capital Stock

16        Management, Custodians

17        Brokerage; Performance Advertising

18        Capital Stock, Multiple Class Structure

19        Not Applicable

20        Not Applicable

21        Not Applicable

22        Performance Advertising

23        Financial Statements
<PAGE>
                                   PROSPECTUS

                                 June 30, 1998

                                    American
                                    Century
                                     Group

                             Small Cap Quantitative

INVESTOR CLASS

AMERICAN CENTURY INVESTMENTS

FAMILY OF FUNDS

American Century  Investments offers you nearly 70 fund choices covering stocks,
bonds, money markets,  specialty investments and blended portfolios. To help you
find funds that may meet your investment needs, American Century funds have been
divided  into three  groups  based on  investment  style and  objectives.  These
groups, which appear below, are designed to help simplify your fund decisions.

                          AMERICAN CENTURY INVESTMENTS

       BENHAM GROUP          AMERICAN CENTURY GROUP    TWENTIETH CENTURY GROUP

    MONEY MARKET FUNDS         ASSET ALLOCATION &
   GOVERNMENT BOND FUNDS         BALANCED FUNDS
  DIVERSIFIED BOND FUNDS    CONSERVATIVE EQUITY FUNDS       GROWTH FUNDS
   MUNICIPAL BOND FUNDS          SPECIALTY FUNDS         INTERNATIONAL FUNDS

                             Small Cap Quantitative


                                   PROSPECTUS

                                 June 30, 1998

                             Small Cap Quantitative


                                 INVESTOR CLASS

                   American Century Quantitative Equity Funds

American  Century  Quantitative  Equity  Funds  is a part  of  American  Century
Investments,  a family of funds that  includes  nearly 70 no-load  mutual  funds
covering  a variety  of  investment  opportunities.  One of the  funds  from our
American Century Group of funds is described in this Prospectus.  Its investment
objective is listed on page 2 of this Prospectus.  The other funds are described
in separate prospectuses.

Through its Investor Class of shares,  American  Century offers investors a full
line of no-load funds, investments that have no sales charges or commissions.

This Prospectus gives you information about the fund that you should know before
investing.  Please  read this  Prospectus  carefully  and  retain it for  future
reference.  Additional  information  is included in the  Statement of Additional
Information  dated June 30,  1998,  and filed with the  Securities  and Exchange
Commission.  It is incorporated  into this Prospectus by reference.  To obtain a
copy without charge, call or write:

                          American Century Investments
                       4500 Main Street o P.O. Box 419200
                Kansas City, Missouri 64141-6200o 1-800-345-2021
                       International calls: 816-531-5575
                    Telecommunications Device for the Deaf:
                   1-800-634-4113 o In Missouri: 816-444-3485
                            www.americancentury.com

Additional   information,   including  this  Prospectus  and  the  Statement  of
Additional Information,  may be obtained by accessing the Web site maintained by
the SEC (www.sec.gov).

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION,  NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

INVESTMENT OBJECTIVE OF THE FUND

AMERICAN CENTURY SMALL CAP QUANTITATIVE FUND

Small  Cap  Quantitative  seeks  long-term  capital  appreciation  by  investing
primarily in equity securities of small companies.

There is no assurance that the fund will achieve its investment objective.

NO  PERSON  IS  AUTHORIZED  BY THE  FUND TO GIVE  ANY  INFORMATION  OR MAKE  ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN OTHER PRINTED
OR WRITTEN  MATERIAL ISSUED BY OR ON BEHALF OF THE FUND, AND YOU SHOULD NOT RELY
ON ANY OTHER INFORMATION OR REPRESENTATION.

                               TABLE OF CONTENTS

 Investment Objectives of the Fund                                             
 Transaction and Operating Expense Table
 Financial Highlights

 INFORMATION REGARDING THE FUND

 Investment Policies of the Fund
 Risk Factors and Investment Techniques
    Portfolio Optimization
 Other Investment Practices, Their Characteristics
    and Risks
    Portfolio Turnover
    Convertible Securities
       Futures Contracts
            and Options Thereon
       Short-Term Instruments
       Foreign Securities
       Securities Lending
       Other Techniques
  Performance Advertising

 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

 American Century  Investments
 Investing in American Century How to Open an Account
            By Mail
            By Wire
            By Exchange
            In Person
       Subsequent Investments
            By Mail
            By Telephone
            By Online Access
            By Wire
            In Person
       Automatic Investment Plan
  How to Exchange from One Account to Another
            By Mail
            By Telephone
            By Online Access
 How to Redeem Shares
            By Mail
            By Telephone
            By Check-A-Month
            Other Automatic Redemptions
       Redemption Proceeds
            By Check
            By Wire and ACH
       Redemption of Shares in Low-Balance Accounts
  Signature Guarantee
  Special Shareholder Services
            Automated Information Line
            Online Account Access
            Open Order Service
            Tax-Qualified Retirement Plans
  Important Policies Regarding Your Investments
  Reports to Shareholders
 Employer-Sponsored Retirement Plans and
    Institutional Accounts

 ADDITIONAL INFORMATION YOU SHOULD KNOW

 Share Price
    When Share Price Is Determined
    How Share Price Is Determined
    Where to Find Information About Share Price
 Distributions
 Taxes
    Tax-Deferred Accounts
    Taxable Accounts
 Management
    Investment Management
    Code of Ethics
    Transfer and Administrative Services
 Distribution of Fund Shares
 Further Information About American Century


                    TRANSACTION AND OPERATING EXPENSE TABLE

                                                                     Small Cap 
                                                                    Quantitative

SHAREHOLDER TRANSACTION EXPENSES:

Maximum Sales Load Imposed on Purchases ...........................        none

Maximum Sales Load Imposed on Reinvested Dividends ................        none

Deferred Sales Load ...............................................        none

Redemption Fee(1) .................................................        none

Exchange Fee ......................................................        none

                                                                           ----

 ANNUAL FUND OPERATING EXPENSES:
                                                                           ----

 (as a percentage of net assets)

Management Fees(2) ................................................        0.90%

12b-1 Fees ........................................................        none

Other Expenses ....................................................        0.01%

Total Fund Operating Expenses .....................................        0.91%

- --------------------------------------------------------------------------------

 EXAMPLE

You would pay the following expenses on a                           1 year  $  9
$1,000 investment, assuming a 5% annual return and                 3 years    29
redemption at the end of each time period:                         5 years    50
                                                                  10 years   112
- ----------
(1)  Redemption proceeds sent by wire are subject to a $10 processing fee.

(2)  A portion of the management fee may be paid by American Century  Investment
     Management,  Inc. (the manager) to  unaffiliated  third parties who provide
     recordkeeping and administrative services that would otherwise be performed
     by  an  affiliate  of  the  manager.   See   "Management   -  Transfer  and
     Administrative Services," page 21.


The  purpose  of this  table is to help you  understand  the  various  costs and
expenses  that you,  as a  shareholder,  will bear  directly  or  indirectly  in
connection with an investment in the class of shares of the fund offered by this
Prospectus.  The example set forth above assumes  reinvestment  of all dividends
and  distributions  and uses a 5%  annual  rate of  return  as  required  by SEC
regulations.

Neither the 5% rate of return nor the expenses  shown above should be considered
indications of past or future returns and expenses.  Actual returns and expenses
may be greater or less than those shown.

The shares  offered by this  Prospectus  are  Investor  Class shares and have no
up-front or deferred sales charges,  commissions, or 12b-1 fees. The fund offers
two other  classes of shares,  primarily to  institutional  investors,  that has
different fee  structures  than the Investor  Class.  The  difference in the fee
structures  among the classes is the result of their separate  arrangements  for
shareholder  and  distribution  services and not the result of any difference in
amounts  charged  by  the  manager  for  core  investment   advisory   services.
Accordingly,  the core  investment  advisory  expenses  do not vary by class.  A
difference in fees will result in different  performance  for the other classes.
For additional  information about the various classes,  see "Further Information
About American Century," page xx.

INFORMATION REGARDING THE FUND

INVESTMENT POLICIES OF THE FUND

The fund has adopted certain  investment  restrictions that are set forth in the
Statement  of  Additional  Information.  Those  restrictions,  as  well  as  the
investment  objective of the fund identified on page 2 of this  Prospectus,  and
any other investment  policies designated as "fundamental" in this Prospectus or
in  the  Statement  of  Additional   Information,   cannot  be  changed  without
shareholder  approval.  The fund has implemented  additional investment policies
and  practices  to  guide  its  activities  in the  pursuit  of  its  investment
objective.  These policies and practices,  which are described  throughout  this
Prospectus,  are not  designated  as  fundamental  policies  and may be  changed
without shareholder approval.

Small Cap  Quantitative's  investment  objective  is to seek  long-term  capital
appreciation  by investing  primarily in equity  securities of small  companies.
Small Cap  Quantitative  is designed for investors whose financial goals include
long-term capital growth.

The fund will  invest  primarily  in  common  stocks of  smaller  companies,  as
determined  by market  capitalization.  A company  shall be considered to have a
smaller market  capitalization  if, at the time of  investment,  it has a market
capitalization  which is not  greater  than  the  market  capitalization  of the
largest company  contained in the S&P Small Cap 600 Index. The S&P Small Cap 600
Index is a stock  index that  tracks the  performance  of equity  securities  of
smaller capitalization  companies.  As of December 31, 1997, the largest company
contained  in the  S&P  Small-Cap  600  Index  had a  market  capitalization  of
approximately $2.7 billion,  while the median company contained in the index had
a market capitalization of approximately $499 million.

The manager  seeks a total  return for Small Cap  Quantitative  that exceeds the
total return of the S&P 600. Of course,  Small Cap  Quantitative's  total return
may be higher or lower than the S&P 600's return over any period of time.

RISK FACTORS AND INVESTMENT TECHNIQUES

The manager uses  quantitative  management  strategies  in pursuit of the fund's
investment objective. Quantitative management combines two investment management
approaches.  The first is to rank stocks based on their relative attractiveness.
The  attractiveness  of a stock is determined  analytically  by using a computer
model to combine valuation and growth measures.  Examples of valuation  measures
include  price to book and price to cash flow  ratios  while  examples of growth
measures  include  the rate of growth of a  company's  earnings  and  changes in
analysts' earnings estimates.

The second approach is to use a technique referred to as portfolio optimization.
Using a computer the manager  constructs  a portfolio  (i.e.  company  names and
shares  held in each) that seeks the  optimal  tradeoff  between the risk of the
portfolio  relative to a benchmark (i.e. the S&P 600) and the expected return of
the portfolio as measured by the stock ranking model.

Approximately  65% of the fund's  portfolio  holdings  will be drawn from equity
securities of companies with a market  capitalization  within the range of those
which make up the S&P 600. In 1997, that capitalization range was $35 million to
$2.7 billion.

A fund's  investment  approach may cause it to be more heavily  invested in some
industries than in others. However, the fund may not invest more than 25% of its
total assets in companies  whose principal  business  activities are in the same
industry. In addition, the fund is a "diversified" investment company as defined
in the Investment  Company Act of 1940 (the Investment  Company Act). This means
that  investments  in any single  issuer  are  limited  by  restrictions  in the
Investment Company Act.

The  fund  may  invest  in  securities  or  engage  in  transactions   involving
instruments  other than equity  securities,  as discussed in the section  titled
"Other Investment Practices, Their Characteristics and Risks," page x.


OTHER INVESTMENT PRACTICES, THEIR
CHARACTERISTICS AND RISKS

For additional  information,  see "Additional  Investment  Restrictions"  in the
Statement of Additional Information.

PORTFOLIO TURNOVER

Investment   decisions  to  purchase  and  sell  securities  are  based  on  the
anticipated  contribution  of the security in question to the fund's  objective.
The manager considers the rate of portfolio turnover when it determines a change
is in order to achieve the objective and,  accordingly  under normal  conditions
the annual portfolio turnover rate is not anticipated to exceed 150%.

The  portfolio  turnover of the fund may be higher than other  mutual funds with
similar investment  objectives.  Higher turnover would generate  correspondingly
greater  brokerage  commissions  that the fund pays directly.  Higher  portfolio
turnover  also may  increase  the  likelihood  that the capital  gains,  if any,
realized and  distributed  by the fund will include  short-term  capital  gains,
which are taxable as ordinary income. When a security is sold, the manager seeks
whenever possible to minimize the capital gain that would be realized.


CONVERTIBLE SECURITIES


Although the fund's equity  investments  consist  primarily of common stock, the
fund may buy  securities  convertible  into common  stock,  such as  convertible
bonds,  convertible  preferred  stocks,  and warrants.  The manager may purchase
these  securities if it believes  that a company's  convertible  securities  are
undervalued in the market.


FUTURES CONTRACTS AND OPTIONS THEREON

The fund may buy or sell futures  contracts  relating to groups of securities or
indices  and  write  or buy put  and  call  options  relating  to  such  futures
contracts.

For options sold,  the fund will  segregate  cash or  appropriate  liquid assets
including equity  securities and debt securities of any grade equal to the value
of securities underlying the option unless the option is otherwise covered.

The  fund  will  deposit  cash or  appropriate  liquid  assets  in a  segregated
custodial  account in an amount  equal to the  fluctuating  market value of long
futures  contracts  it has  purchased,  less any  margin  deposited  on its long
position.  It may hold cash or acquire such debt  obligations for the purpose of
making these deposits.

The fund may use futures  and options  transactions  to maintain  cash  reserves
while remaining fully invested,  to facilitate  trading,  to reduce  transaction
costs, or to pursue higher investment  returns when a futures contract is priced
more attractively than its underlying security or index.

Futures  contracts and options  thereon may subject the fund to greater and more
volatile risks than might  otherwise be the case. The principal risks related to
the use of such instruments are (1) the offsetting correlation between movements
in the market price of the portfolio investments (held or intended) being hedged
and in the  price of the  futures  contract  or  option  may be  imperfect;  (2)
possible  lack of a liquid  secondary  market for  closing out futures or option
positions;   (3)  the  need  of  additional   portfolio  management  skills  and
techniques;  and (4) losses due to unanticipated  market price movements.  For a
hedge to be  completely  effective,  the price change of the hedging  instrument
should equal the price change of the securities  being hedged.  Such equal price
changes are not always  possible  because the investment  underlying the hedging
instrument may not be the same investment that is being hedged.

The ordinary spreads between prices in the cash and futures markets,  due to the
differences  in the nature of those markets,  are subject to distortion.  Due to
the  possibility  of  distortion,  a correct  forecast of general  interest rate
trends by the  manager  may still not result in a  successful  transaction.  The
manager  may be  incorrect  in its  expectations  as to the  extent  of  various
interest rate movements or the time span within which the movements take place.

See the Statement of Additional  Information for further information about these
instruments and their risks.

SHORT-TERM INSTRUMENTS

For  liquidity  purposes,  the fund may  invest  in  high-quality  money  market
instruments with remaining maturities of one year or less.

The fund also may  enter  into  repurchase  agreements,  collateralized  by U.S.
government  securities,  with banks or broker-dealers that are deemed to present
minimal credit risk. Credit risk determinations are made by the manager pursuant
to  guidelines  established  by the Board of Directors.  A repurchase  agreement
involves  the purchase of a security  and a  simultaneous  agreement to sell the
security back to the seller at a higher price.  Delays or losses could result if
the party to the agreement defaults or becomes bankrupt.

The fund may  invest up to 5% of its  total  assets  in any  money  market  fund
advised by the manager,  provided that the  investment  is  consistent  with the
fund's investment policies and restrictions.

FOREIGN SECURITIES

The fund may invest in securities of foreign issuers, including instruments that
trade on domestic or foreign  securities  exchanges  in U.S.  dollars or foreign
currencies.  Securities  of foreign  issuers may be affected by the  strength of
foreign  currencies  relative  to the U.S.  dollar or by  political  or economic
developments  in  foreign  countries.  Foreign  companies  may not be subject to
accounting standards or governmental regulations comparable to those that affect
U.S. companies, and there may be less public information about their operations.


OTHER TECHNIQUES

The  manager  may buy  other  types of  securities  or  employ  other  portfolio
management   techniques  on  behalf  of  a  fund  including  reverse  repurchase
agreements.  When SEC  guidelines  require  it to do so, the fund will set aside
cash or  appropriate  liquid assets in a segregated  account to cover the fund's
obligations.

PERFORMANCE ADVERTISING

From time to time, the fund may advertise performance data. Fund performance may
be  shown  by  presenting  one  or  more  performance  measurements,   including
cumulative  total return or average  annual total return and yield.  Performance
data may be quoted separately for the Investor Class and for the other classes.

Cumulative  total return data is computed by considering all elements of return,
including  reinvestment  of dividends  and capital gains  distributions,  over a
stated  period of time.  Average  annual total return is determined by computing
the annual compound return over a stated period of time that would have produced
the  fund's  cumulative  total  return  over  the  same  period  if  the  fund's
performance had remained constant throughout.

A  quotation  of yield  reflects a fund's  income  over a stated  period of time
expressed as a percentage  of the fund's share  price.  The  effective  yield is
calculated in a similar manner,  but when  annualized,  the income earned by the
investment is assumed to be  reinvested.  The  effective  yield will be slightly
higher  than  the  yield  because  of the  compounding  effect  on  the  assumed
reinvestment.

Yield is calculated by adding over a 30-day (or  one-month)  period all interest
and  dividend  income (net of fund  expenses)  calculated  on each day's  market
values,  dividing  this sum by the  average  number of fund  shares  outstanding
during the period, and expressing the result as a percentage of the fund's share
price on the last day of the 30-day (or  one-month)  period.  The  percentage is
then annualized. Capital gains and losses are not included in the calculation.

Yields are calculated  according to accounting  methods that are standardized in
accordance with SEC rules for all stock and bond funds. Because yield accounting
methods  differ from the methods used for other  accounting  purposes,  a fund's
yield may not equal the income paid on its shares or the income  reported in the
fund's financial statements.

The fund also may include in advertisements data comparing  performance with the
performance of non-related  investment media,  published  editorial comments and
performance  rankings  compiled  by  independent  organizations  (such as Lipper
Analytical  Services,  Inc.) and  publications  that monitor the  performance of
mutual  funds.  Performance  information  may be  quoted  numerically  or may be
presented in a table, graph or other illustration. In addition, fund performance
may be compared to well-known  indices of market  performance.  Fund performance
also may be compared,  on a relative  basis,  to other funds in our fund family.
This relative comparison, which may be based upon historical fund performance or
historical  or  expected  volatility  or  other  fund  characteristics,  may  be
presented  numerically,  graphically or in text.  Fund  performance  also may be
combined or blended  with other funds in our fund family,  and that  combined or
blended  performance  may be  compared to the same  indices to which  individual
funds may be compared.

All performance  information  advertised by the fund is historical in nature and
is not  intended to represent or  guarantee  future  results.  The value of fund
shares when redeemed may be more or less than their original cost.


HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

AMERICAN CENTURY INVESTMENTS

Small Cap Quantitative is a part of the American Century  Investments  family of
mutual funds. Our family provides a full range of investment opportunities, from
the aggressive  equity growth funds in our Twentieth Century Group, to the fixed
income funds in our Benham Group,  to the moderate  risk and specialty  funds in
our  American  Century  Group.  Please  call  1-800-345-2021  for a brochure  or
prospectuses for the other funds in the American Century Investments family.

To  reduce  expenses  and  demonstrate  respect  for  our  environment,  we have
initiated a project  through which we will  eliminate  duplicate  copies of most
financial  reports and  prospectuses  to most  households  and  deliver  account
statements to most households in a single envelope,  even if they have more than
one  account.  If you would like  additional  copies of  financial  reports  and
prospectuses or separate mailing of account statements, please call us.

INVESTING IN AMERICAN CENTURY

The  following  sections  explain  how to  invest  in  American  Century  funds,
including purchases, redemptions,  exchanges and special services. You will find
more detail about doing  business with us by referring to the Investor  Services
Guide that you will receive when you open an account.

If  you   own  or  are   considering   purchasing   fund   shares   through   an
employer-sponsored  retirement  plan or through a bank,  broker-dealer  or other
financial  intermediary,  the  following  sections,  as well as the  information
contained  in our Investor  Services  Guide,  may not apply to you.  Please read
"Employer-Sponsored Retirement Plans and Institutional Accounts," page xx.

HOW TO OPEN AN ACCOUNT

To open an account,  you must complete and sign an application,  furnishing your
taxpayer  identification  number. (You must also certify whether you are subject
to withholding  for failing to report income to the IRS.)  Investments  received
without a certified taxpayer identification number will be returned.

The minimum investment is $2,500 [$1,000 for IRA and Uniform  Gifts/Transfers to
Minors  Acts  (UGMA/UTMA)  accounts].  These  minimums  will  be  waived  if you
establish an automatic investment plan to your account that is the equivalent of
at least $50 per month. See "Automatic Investment Plan," page xx.

The  minimum  investment  requirements  may  be  different  for  some  types  of
retirement  accounts.  Call one of our  Investor  Services  Representatives  for
information  on  our  retirement  plans,  which  are  available  for  individual
investors or for those investing through their employers.

Please note: If you register your account as belonging to multiple owners (e.g.,
as joint  tenants),  you must  provide us with  specific  authorization  on your
application in order for us to accept written or telephone  instructions  from a
single owner. Otherwise,  all owners will have to agree to any transactions that
involve the account  (whether the transaction  request is in writing or over the
telephone).

You may invest in the following ways:

By Mail

Send a completed application and check or money order payable in U.S. dollars to
American Century Investments.

By Wire

You may make your initial  investment by wiring funds. To do so, call us or mail
a completed application and provide your bank with the following information:

o        Receiving bank and routing number:
          Commerce Bank, N.A. (101000019)

o        Beneficiary (BNF):
          American Century Services Corporation
          4500 Main St., Kansas City, Missouri 64111

o        Beneficiary account number (BNF ACCT):
          2804918

o        Reference for Beneficiary (RFB):
          American Century account number into which you are investing.  If more
          than one, leave blank and see Bank to Bank Information below.

o        Originator to Beneficiary (OBI):
          Name and address of owner of account into which you are investing.

o        Bank to Bank Information
          (BBI or Free Form Text):

o        Taxpayer identification or Social Security number.

o        If more than one account, account numbers and amount to be  invested in
         each account.

o        Current tax year, previous tax year or rollover  designation if an IRA.
         Specify  whether  traditional  IRA, Roth IRA,  Education IRA,  SEP-IRA,
         SARSEP-IRA, SIMPLE Employer or SIMPLE Employee.

By Exchange

Call  1-800-345-2021  from 7 a.m. to 7 p.m.  Central time to get  information on
opening an account by exchanging from another American Century account. See this
page for more information on exchanges.

In Person


If you prefer to work with a representative  in person,  please visit one of our
Investor Centers, located at:

     4500 Main Street
     Kansas City, Missouri 64111

     4917 Town Center Drive
     Leawood, Kansas 66211

     1665 Charleston Road
     Mountain View, California 94043

     2000 S. Colorado Blvd.
     Denver, Colorado 80222

SUBSEQUENT INVESTMENTS

Subsequent  investments may be made by an automatic bank,  payroll or government
direct  deposit (see  "Automatic  Investment  Plan," this page) or by any of the
methods below. The minimum investment  requirement for subsequent investments is
$250 for checks  submitted  without the  investment  slip  portion of a previous
statement or confirmation and $50 for all other types of subsequent investments.

By Mail

When making subsequent investments,  enclose your check with the investment slip
portion of a previous  statement or confirmation.  If the investment slip is not
available,  indicate  your name,  address and account  number on your check or a
separate  piece of paper.  (Please  be aware  that the  investment  minimum  for
subsequent investments is higher without an investment slip.)

By Telephone

Once your  account is open,  you may make  investments  by telephone if you have
authorized us (by choosing "Full Services" on your  application) to draw on your
bank  account.  You may  call an  Investor  Services  Representative  or use our
Automated Information Line.

By Online Access

Once  your  account  is  open,  you may  make  investments  online  if you  have
authorized us (by choosing "Full Services" on your  application) to draw on your
bank account.

By Wire

You  may  make  subsequent   investments  by  wire.  Follow  the  wire  transfer
instructions on page xx and indicate your account number.

In Person

You may make  subsequent  investments in person at one of our Investor  Centers.
The locations of our Investor Centers are listed on this page.

AUTOMATIC INVESTMENT PLAN

You  may  elect  on  your  application  to  make  investments  automatically  by
authorizing us to draw on your bank account regularly.  Such investments must be
at least the  equivalent  of $50 per  month.  You also may  choose an  automatic
payroll or government  direct  deposit.  If you are  establishing a new account,
check the appropriate box under  "Automatic  Investments" on your application to
receive  more  information.  If you  would  like to add a direct  deposit  to an
existing account, please call an Investor Services Representative.

HOW TO EXCHANGE FROM ONE ACCOUNT TO ANOTHER

As long as you meet any minimum investment  requirements,  you may exchange your
fund shares to our other funds up to six times per year per account. An exchange
request will be  processed as of the same day it is received,  if it is received
before the fund's net asset  values are  calculated,  which is one hour prior to
the close of the New York Stock  Exchange for funds  issued by American  Century
Target  Maturities  Trust and at the close of the  Exchange for all of our other
funds. See "When Share Price is Determined," page 23.

For any single  exchange,  the shares of each fund  being  acquired  must have a
value of at least $100.  However, we will allow investors to set up an Automatic
Exchange Plan between any two funds in the amount of at least $50 per month. See
our Investor Services Guide for further information about exchanges.

By Mail

You may direct us in writing to exchange  your shares from one American  Century
account to another. For additional information, please see our Investor Services
Guide.

By Telephone

You can make  exchanges  over the  telephone  (either with an Investor  Services
Representative or using our Automated Information Line--see page 20) if you have
authorized  us to  accept  telephone  instructions.  You can  authorize  this by
selecting "Full Services" on your application or by calling us at 1-800-345-2021
to get the appropriate form.

By Online Access

You can make exchanges  online if you have authorized us to accept  instructions
over the Internet.  You can authorize this by selecting  "Full Services" on your
application or by calling us at 1-800-345-2021 to get the appropriate form.

HOW TO REDEEM SHARES

We will redeem or "buy back" your shares at any time.  Redemptions  will be made
at the next net asset value  determined after a complete  redemption  request is
received.

Please  note that a request  to redeem  shares in an IRA or 403(b)  plan must be
accompanied  by an  executed  IRS  Form  W4-P  and a reason  for  withdrawal  as
specified by the IRS.

By Mail

Your written  instructions  to redeem  shares may be made either by a redemption
form,  which we will  send  you upon  request,  or by a  letter  to us.  Certain
redemptions may require a signature guarantee. Please see "Signature Guarantee,"
page xx.

By Telephone

If you have authorized us to accept telephone instructions,  you may redeem your
shares by calling an Investor Services Representative.

By Check-A-Month

If you have at least a $10,000 balance in your account, you may redeem shares by
Check-A-Month.  A Check-A-Month  plan  automatically  redeems enough shares each
month to provide you with a check in an amount you choose  (minimum $50). To set
up a Check-A-Month plan, please call and request our Check-A-Month brochure.

Other Automatic Redemptions

If you have at least a $10,000  balance in your  account,  you may elect to make
redemptions  automatically  by  authorizing  us to send  funds to you or to your
account  at  a  bank  or  other  financial  institution.  To  set  up  automatic
redemptions, call an Investor Services Representative.

REDEMPTION PROCEEDS

Please  note  that  shortly  after a  purchase  of  shares  is made by  check or
electronic  draft (also known as an ACH draft) from your bank, we may wait up to
15 days or longer to send  redemption  proceeds (to allow your purchase funds to
clear).  No interest is paid on the redemption  proceeds after the redemption is
processed but before your redemption proceeds are sent.

Redemption proceeds may be sent to you in one of the following ways:

By Check

Ordinarily,  all redemption  checks will be made payable to the registered owner
of the  shares  and will be  mailed  only to the  address  of  record.  For more
information, please refer to our Investor Services Guide.

By Wire and ACH

You may  authorize  us to transmit  redemption  proceeds  by wire or ACH.  These
services will be effective 15 days after we receive the authorization.

Your bank will  usually  receive  wired funds  within 48 hours of  transmission.
Funds  transferred  by ACH may be received up to seven days after  transmission.
Wired  funds  are  subject  to a $10 fee to cover  bank wire  charges,  which is
deducted from redemption proceeds.  Once the funds are transmitted,  the time of
receipt and the funds' availability are not under our control.

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

Whenever  the shares held in an account  have a value of less than the  required
minimum,  a letter will be sent  advising  you to either  bring the value of the
shares  held in the  account up to the  minimum  or to  establish  an  automatic
investment that is the equivalent of at least $50 per month. See "How to Open An
Account,"  page 16. If action is not taken within 90 days of the letter's  date,
the shares  held in the  account  will be  redeemed  and the  proceeds  from the
redemption will be sent by check to your address of record. We reserve the right
to increase the investment minimums.

SIGNATURE GUARANTEE

To protect your accounts from fraud,  some transactions will require a signature
guarantee.  Which transactions will require a signature guarantee will depend on
which service options you elect when you open your account.  For example, if you
choose "In Writing Only," a signature guarantee is required when:

         o        redeeming more than $25,000; or

         o        establishing  or  increasing  a  Check-A-Month   or  automatic
                  transfer on an existing account.

You can obtain a signature guarantee from a bank or trust company, credit union,
broker-dealer,  securities  exchange or association,  clearing agency or savings
association, as defined by federal law.

For a more in-depth  explanation of our signature  guarantee  policy,  or if you
live outside the United  States and would like to know how to obtain a signature
guarantee, please consult our Investor Services Guide.

We reserve the right to require a signature guarantee on any transaction,  or to
change this policy at any time.

SPECIAL SHAREHOLDER SERVICES

We offer several  service  options to make your account easier to manage.  These
are listed on the account  application.  Please  make note of these  options and
elect the ones that are  appropriate  for you. Be aware that the "Full Services"
option offers you the most  flexibility.  You will find more  information  about
each of these service options in our Investor Services Guide.

Our special shareholder services include:

Automated Information Line

We offer an Automated  Information  Line, 24 hours a day,  seven days a week, at
1-800-345-8765.  By calling the Automated  Information  Line,  you may listen to
fund prices,  yields and total return  figures.  You may also use the  Automated
Information  Line to make  investments  into your accounts (if we have your bank
information  on file) and  obtain  your  share  balance,  value and most  recent
transactions.  If you have authorized us to accept telephone  instructions,  you
also may exchange shares from one fund to another via the Automated  Information
Line.  Redemption  instructions  cannot be given via the  Automated  Information
Line.

Online Account Access

You may contact us 24 hours a day, seven days a week, at www.americancentury.com
to access daily share prices,  receive  updates on major market indices and view
historical  performance  of the fund.  If you  select  "Full  Services"  on your
application, you can use your personal access code and Social Security number to
view your account balance and account activity, make subsequent investments from
your bank account or exchange shares from one fund to another.

Open Order Service

Through our open order service, you may designate a price at which to buy shares
of a  variable-priced  fund by exchange from one of our money market funds, or a
price at which to sell  shares of a  variable-priced  fund by exchange to one of
our money market funds. The designated purchase price must be equal to or lower,
or the designated sale price equal to or higher, than the variable-priced fund's
net asset value at the time the order is placed.  If the designated price is met
within 90 calendar  days, we will execute your exchange order  automatically  at
that  price  (or  better).  Open  orders  not  executed  within  90 days will be
canceled.

If the fund you have selected deducts a distribution  from its share price, your
order  price  will  be  adjusted   accordingly  so  the  distribution  does  not
inadvertently  trigger an open order transaction on your behalf. If you close or
re-register  the  account  from which the shares are to be  redeemed,  your open
order will be canceled.

Because of their  time-sensitive  nature,  open order  transactions are accepted
only by  telephone  or in person.  These  transactions  are  subject to exchange
limitations  described  in  each  fund's  prospectus,  except  that  orders  and
cancellations  received  before 2 p.m.  Central time are effective the same day,
and orders or cancellations received after 2 p.m. Central time are effective the
next business day.

Tax-Qualified Retirement Plans

The fund is available for your  tax-deferred  retirement  plan. Call or write us
and request the appropriate forms for:

        o   Individual Retirement Accounts (IRAs);

        o   403(b)plans  for employees of public school  systems and  non-profit
            organizations; or

        o   Profit  sharing plans and pension plans for  corporations  and other
            employers.

If your IRA and 403(b) accounts do not total $10,000, each account is subject to
an annual $10 fee, up to a total of $30 per year.

You can also  transfer  your  tax-deferred  plan to us from  another  company or
custodian. Call or write us for a Request to Transfer form.

IMPORTANT POLICIES REGARDING YOUR INVESTMENTS

Every account is subject to policies that could affect your  investment.  Please
refer to the Investor Services Guide for further  information about the policies
discussed below, as well as further detail about the services we offer.

     (1) We reserve the right for any reason to suspend  the  offering of shares
for a period of time,  or to  reject  any  specific  purchase  order  (including
purchases  by  exchange).  Additionally,  purchases  may be  refused  if, in the
opinion of the manager,  they are of a size that would disrupt the management of
the fund.

     (2)  We  reserve  the  right  to  make  changes  to any  stated  investment
requirements,   including   those  that  relate  to  purchases,   transfers  and
redemptions.  In addition,  we also may alter,  add to or terminate any investor
services and privileges. Any changes may affect all shareholders or only certain
series or classes of shareholders.

     (3)  Shares  being  acquired  must be  qualified  for sale in your state of
residence.

     (4)  Transactions  requesting  a specific  price and date,  other than open
orders,  will be refused.  Once you have mailed or  otherwise  transmitted  your
transaction instructions to us, they may not be modified or canceled.

     (5) If a transaction request is made by a corporation,  partnership, trust,
fiduciary,  agent  or  unincorporated  association,  we  will  require  evidence
satisfactory to us of the authority of the individual making the request.

     (6) We have established  procedures  designed to assure the authenticity of
instructions received by telephone. These procedures include requesting personal
identification  from callers,  recording  telephone calls, and providing written
confirmations  of  telephone  transactions.  These  procedures  are  designed to
protect shareholders from unauthorized or fraudulent instructions.  If we do not
employ reasonable procedures to confirm the genuineness of instructions, then we
may be liable for losses due to  unauthorized  or fraudulent  instructions.  The
company, its transfer agent and manager will not be responsible for any loss due
to instructions they reasonably believe are genuine.

     (7)  All  signatures   should  be  exactly  as  the  name  appears  in  the
registration.  If the owner's name appears in the registration as Mary Elizabeth
Jones, she should sign that way and not as Mary E. Jones.

     (8)  Unusual  stock  market  conditions  have in the  past  resulted  in an
increase  in the  number  of  shareholder  telephone  calls.  If you  experience
difficulty  in reaching us during such  periods,  you may send your  transaction
instructions by mail,  express mail or courier service,  or you may visit one of
our Investor  Centers.  You also may use our Automated  Information  Line if you
have  requested  and  received an access code and are not  attempting  to redeem
shares.

     (9) If  you  fail  to  provide  us  with  the  correct  certified  taxpayer
identification number, we may reduce any redemption proceeds by $50 to cover the
penalty the IRS will impose on us for  failure to report your  correct  taxpayer
identification number on information reports.

     (10) We will perform special inquiries on shareholder  accounts. A research
fee of $15 per hour may be applied.

REPORTS TO SHAREHOLDERS

At the end of each calendar quarter,  we will send you a consolidated  statement
that summarizes all of your American Century holdings,  as well as an individual
statement for each fund you own that reflects all year-to-date  activity in your
account. You may request a statement of your account activity at any time.

With the exception of most automatic transactions, each time you invest, redeem,
transfer or exchange shares, we will send you a confirmation of the transaction.
See the Investor Services Guide for more detail.

CAREFULLY REVIEW ALL THE INFORMATION RELATING TO TRANSACTIONS ON YOUR STATEMENTS
AND  CONFIRMATIONS  TO ENSURE  THAT YOUR  INSTRUCTIONS  WERE ACTED ON  PROPERLY.
PLEASE  NOTIFY US  IMMEDIATELY  IN WRITING IF THERE IS AN ERROR.  IF YOU FAIL TO
PROVIDE  NOTIFICATION OF AN ERROR WITH REASONABLE  PROMPTNESS,  I.E.,  WITHIN 30
DAYS OF  NON-AUTOMATIC  TRANSACTIONS  OR  WITHIN  30  DAYS  OF THE  DATE OF YOUR
CONSOLIDATED QUARTERLY STATEMENT, IN THE CASE OF AUTOMATIC TRANSACTIONS, WE WILL
DEEM YOU TO HAVE RATIFIED THE TRANSACTION.

No later than January 31 of each year, we will send you reports that you may use
in completing your U.S. income tax return.  See the Investor  Services Guide for
more information.

Each year, we will send you an annual and a semiannual  report  relating to your
fund,  each of which is  incorporated  herein by  reference.  The annual  report
includes audited financial  statements and a list of portfolio  securities as of
the  fiscal  year  end.  The  semiannual  report  includes  unaudited  financial
statements  for the first six  months of the fiscal  year,  as well as a list of
portfolio  securities at the end of the period. You also will receive an updated
prospectus at least once each year.  Please read these materials  carefully,  as
they will help you understand your fund.

EMPLOYER-SPONSORED RETIREMENT PLANS AND INSTITUTIONAL ACCOUNTS

Information  contained in our Investor  Services Guide pertains to  shareholders
who  invest   directly   with   American   Century   rather   than   through  an
employer-sponsored retirement plan or through a financial intermediary.

If  you   own  or  are   considering   purchasing   fund   shares   through   an
employer-sponsored  retirement  plan,  your  ability to  purchase  shares of the
funds, exchange them for shares of other American Century funds, and redeem them
will depend on the terms of your plan.

If  you  own  or  are  considering   purchasing  fund  shares  through  a  bank,
broker-dealer,  insurance company or other financial intermediary,  your ability
to purchase,  exchange and redeem shares will depend on your agreement with, and
the policies of, such financial intermediary.

You may  reach  one of our  Institutional  Service  Representatives  by  calling
1-800-345-3533 to request information about our funds and services,  to obtain a
current  prospectus or to get answers to any questions  about our funds that you
are unable to obtain through your plan administrator or financial intermediary.


ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

The price of your shares is also referred to as their net asset value. Net asset
value is determined by calculating the total value of a fund's assets, deducting
total  liabilities and dividing the result by the number of shares  outstanding.
For all American  Century funds,  except funds issued by American Century Target
Maturities  Trust,  net asset  value is  determined  as of the close of  regular
trading on each day that the New York  Stock  Exchange  is open,  usually 3 p.m.
Central time.  The net asset values for Target  Maturities  funds are determined
one hour prior to the close of the Exchange.

Investments  and  requests to redeem or exchange  shares will  receive the share
price next  determined  after  receipt by us of the  investment,  redemption  or
exchange  request.  For example,  investments and requests to redeem or exchange
shares  received by us or one of our agents or  designees  before the time as of
which the net asset value of the fund is determined,  are effective on, and will
receive the price  determined,  that day.  Investment,  redemption  and exchange
requests received  thereafter are effective on, and receive the price determined
as of, the close of the Exchange on the next day the Exchange is open.

Investments  are considered  received only when payment is received by us. Wired
funds are considered  received on the day they are deposited in our bank account
if they are  deposited  before  the time as of which the net asset  value of the
fund is determined.

Investments by telephone  pursuant to your prior  authorization to us to draw on
your bank account are considered received at the time of your telephone call.

Investment and  transaction  instructions  received by us on any business day by
mail  prior  to the  time  as of  which  the  net  asset  value  of the  fund is
determined, will receive that day's price. Investments and instructions received
after that time will receive the price determined on the next business day.

If you invest in fund shares through an  employer-sponsored  retirement  plan or
other financial intermediary, it is the responsibility of your plan recordkeeper
or financial  intermediary  to transmit your  purchase,  exchange and redemption
requests to the funds'  transfer agent prior to the applicable  cut-off time for
receiving orders and to make payment for any purchase transactions in accordance
with the funds' procedures or any contractual arrangements with the funds or the
funds' distributor in order for you to receive that day's price.

We have contractual relationships with certain financial intermediaries in which
such intermediaries  represent that they have systems to track the time at which
investment  orders are received and to  segregate  orders  received at different
times.   Based  on  these   representations,   the  fund  has  authorized   such
intermediaries  and their designees to accept purchase and redemption  orders on
the fund's behalf up to the applicable  cut-off time. The fund will be deemed to
have received such orders upon acceptance by the duly  authorized  intermediary,
and such  orders  will be priced at the fund's net asset  value next  determined
after acceptance on the fund's behalf by such intermediary.

HOW SHARE PRICE IS DETERMINED

The  valuation of assets for  determining  net asset value may be  summarized as
follows:

The  portfolio  securities  of the fund,  except as otherwise  noted,  listed or
traded on a domestic  securities  exchange  are valued at the last sale price on
that  exchange.  Portfolio  securities  primarily  traded on foreign  securities
exchanges  generally  are  valued  at  the  preceding  closing  values  of  such
securities on the exchange where primarily traded. If no sale is reported, or if
local convention or regulation so provides, the mean of the latest bid and asked
prices is used.  Depending on local convention or regulation,  securities traded
over-the-counter  are priced at the mean of the latest bid and asked prices,  or
at the last sale  price.  When  market  quotations  are not  readily  available,
securities and other assets are valued at fair value as determined in accordance
with procedures adopted by the Board of Directors.

Debt securities not traded on a principal securities exchange are valued through
valuations obtained from a commercial pricing service or at the most recent mean
of the bid and asked prices  provided by investment  dealers in accordance  with
procedures established by the Board of Directors.

The value of an  exchange-traded  foreign security is determined in its national
currency  as of the close of  trading  on the  foreign  exchange  on which it is
traded or as of the close of business on the New York Stock Exchange, if that is
earlier.  That value is then  converted  to dollars  at the  prevailing  foreign
exchange rate.

Trading in  securities  on European  and Far Eastern  securities  exchanges  and
over-the-counter markets is normally completed at various times before the close
of  business on each day that the New York Stock  Exchange is open.  If an event
were to occur after the value of a security was  established  but before the net
asset value per share was  determined  that was likely to materially  change the
net asset value,  then that security would be valued at fair value as determined
in accordance with procedures adopted by the Board of Directors.

Trading of these  securities in foreign  markets may not take place on every New
York Stock Exchange business day. In addition, trading may take place in various
foreign  markets on Saturdays or on other days when the New York Stock  Exchange
is not open and on which a fund's net asset value is not calculated.  Therefore,
such calculation does not take place contemporaneously with the determination of
the prices of many of the portfolio  securities used in such calculation and the
value of a fund's  portfolio may be affected on days when shares of the fund may
not be purchased or redeemed.


WHERE TO FIND INFORMATION ABOUT SHARE PRICE

The net asset value of the  Investor  Class of the fund is  published in leading
newspapers  daily.  The net asset  value may be  obtained  by  calling  us or by
accessing our Web site (www.americancentury.com).

DISTRIBUTIONS

Small Cap  Quantitative's  dividends  are declared and paid  quarterly in March,
June, September and December.

The  objective of Small Cap  Quantitative  is capital  appreciation  and not the
production of  distributions.  You are encouraged to measure the success of your
investment  by the value of your  investment  at any  given  time and not by the
distributions you receive.

You will begin to participate in the  distributions  the day after your purchase
is  effective.  See "When  Share  Price Is  Determined,"  page xx. If you redeem
shares,  you  will  receive  the  distribution  declared  for  the  day  of  the
redemption.  If all shares are redeemed, the distribution on the redeemed shares
will be included with your redemption proceeds.

Distributions from net realized securities gains, if any, generally are declared
and paid once a year,  but the fund may make  distributions  on a more  frequent
basis to comply with the distribution requirements of the Internal Revenue Code,
in all  events in a manner  consistent  with the  provisions  of the  Investment
Company Act.

Participants in employer-sponsored retirement or savings plans must reinvest all
distributions.    For   shareholders   investing   through   taxable   accounts,
distributions  will be  reinvested  unless  you elect to  receive  them in cash.
Distributions of less than $10 generally will be reinvested.  Distributions made
shortly  after a  purchase  by check  or ACH may be held up to 15 days.  You may
elect to have distributions on shares held in certain IRAs and 403(b) plans paid
in cash only if you are at least  591/2  years old or  permanently  and  totally
disabled.  Distribution  checks  normally are mailed within seven days after the
record date. Please consult our Investor Services Guide for further  information
regarding your distribution options.

A distribution on shares of a fund does not increase the value of your shares or
your total  return.  At any given  time the value of your  shares  includes  the
undistributed  net gains, if any,  realized by the fund on the sale of portfolio
securities,  and  undistributed  dividends  and  interest  received,  less  fund
expenses.

Because such gains and dividends are included in the price of your shares,  when
they are  distributed  the price of your  shares is reduced by the amount of the
distribution.  If you buy your shares through a taxable  account just before the
distribution,  you will pay the full price for your  shares,  and then receive a
portion of the purchase price back as a taxable distribution.  See "Taxes," this
page.

TAXES

The fund has  elected to be taxed under  Subchapter  M of the  Internal  Revenue
Code,  which means that to the extent its income is distributed to shareholders,
it pays no income tax.

TAX-DEFERRED ACCOUNTS

If fund shares are purchased through tax-deferred accounts,  such as a qualified
employer-sponsored   retirement  or  savings  plan,  income  and  capital  gains
distributions  paid  by the  fund  will  generally  not be  subject  to  current
taxation,  but will  accumulate in your account under the plan on a tax-deferred
basis.

Employer-sponsored  retirement  and  savings  plans are  governed by complex tax
rules.  If you elect to participate in your employer's  plan,  consult your plan
administrator,  your plan's  summary plan  description,  or a  professional  tax
advisor   regarding  the  tax   consequences  of   participation  in  the  plan,
contributions to, and withdrawals or distributions from the plan.

TAXABLE ACCOUNTS

If fund shares are purchased  through  taxable  accounts,  distributions  of net
investment  income  and net  short-term  capital  gains  are  taxable  to you as
ordinary  income,  except as described  below. The dividends from net income may
qualify for the 70% dividends  received deduction for corporations to the extent
that the  fund  held  shares  receiving  the  dividend  for  more  than 45 days.
Distributions  from gains on assets  held longer than 12 months but no more than
18 months  (28% rate gain)  and/or  assets  held longer than 18 months (20% rate
gain) are taxable as long-term  gains  regardless of the length of time you have
held the shares.  However,  you should note that any loss realized upon the sale
or  redemption  of  shares  held for six  months or less  will be  treated  as a
long-term  capital loss to the extent of any  distribution of long-term  capital
gain (28% or 20% rate gain) to you with respect to such shares.

Distributions are taxable to you regardless of whether they are taken in cash or
reinvested, even if the value of your shares is below your cost. If you purchase
shares  shortly  before  a  distribution,  you  must  pay  income  taxes  on the
distribution,  even though the value of your investment (plus cash received,  if
any) will not have  increased.  In  addition,  the  share  price at the time you
purchase  shares may  include  unrealized  gains in the  securities  held in the
investment portfolio of the fund. If these portfolio securities are subsequently
sold and the gains are realized,  they will, to the extent not offset by capital
losses, be paid to you as a distribution of capital gains and will be taxable to
you as short-term or long-term capital gains (28% and/or 20% rate gain).

In  January  of the year  following  the  distribution,  if you own  shares in a
taxable account, you will receive a Form 1099-DIV notifying you of the status of
your distributions for federal income tax purposes.

Distributions  also may be  subject to state and local  taxes,  even if all or a
substantial  part  of such  distributions  are  derived  from  interest  on U.S.
government  obligations  which,  if you received them directly,  would be exempt
from state income tax. However, most but not all states allow this tax exemption
to pass  through  to fund  shareholders  when a fund pays  distributions  to its
shareholders.  You should  consult your tax advisor about the tax status of such
distributions in your own state.

If you have not complied with certain  provisions  of the Internal  Revenue Code
and Regulations, we are required by federal law to withhold and remit to the IRS
31%  of  reportable  payments  (which  may  include  dividends,   capital  gains
distributions  and redemptions).  Those regulations  require you to certify that
the Social Security number or tax  identification  number you provide is correct
and that you are not subject to 31% withholding for previous  under-reporting to
the  IRS.  You  will be asked  to make  the  appropriate  certification  on your
application.  Payments  reported by us that omit your Social  Security number or
tax  identification  number will  subject us to a penalty of $50,  which will be
charged  against  your account if you fail to provide the  certification  by the
time the report is filed. This charge is not refundable.

Redemption  of  shares  of a fund  (including  redemptions  made in an  exchange
transaction)  will be a taxable  transaction for federal income tax purposes and
shareholders  generally  will recognize a gain or loss in an amount equal to the
difference  between  the basis of the shares and the amount  received.  Assuming
that  shareholders hold such shares as a capital asset, the gain or loss will be
a capital gain or loss and generally  will be considered  long-term,  subject to
tax at a maximum rate of 28% if shareholders  have held such shares for a period
of more than 12 months but no more than 18 months and long-term,  subject to tax
at a maximum rate of 20% if  shareholders  have held such shares for a period of
more than 18 months. If a loss is realized on the redemption of fund shares, the
reinvestment  in  additional  fund  shares  within  30 days  before or after the
redemption may be subject to the "wash sale" rules of the Internal Revenue Code,
resulting in a postponement  of the  recognition of such loss for federal income
tax purposes.

In addition to the federal income tax  consequences  described above relating to
an  investment  in a fund,  there  may be other  federal,  state  or  local  tax
considerations  that depend upon the circumstances of each particular  investor.
Prospective  shareholders are therefore urged to consult their tax advisors with
respect to the effect of this investment on their own specific situations.

MANAGEMENT

INVESTMENT MANAGEMENT

The fund is a  diversified,  open-end  series of American  Century  Quantitative
Equity Funds (the company). Under the laws of the State of California, the Board
of  Directors  is  responsible  for  managing  the  business  and affairs of the
company. Acting pursuant to an investment management agreement entered into with
the fund, American Century Investment Management,  Inc. serves as the manager of
the fund. Its principal place of business is American  Century Tower,  4500 Main
Street,  Kansas City, Missouri 64111. The manager has been providing  investment
advisory services to investment companies and institutional clients since it was
founded in 1958.

The manager  supervises  and manages the  investment  portfolio  of the fund and
directs the purchase and sale of its investment  securities.  It utilizes a team
of portfolio managers, assistant portfolio managers and analysts acting together
to manage the assets of the fund. The team meets  regularly to review  portfolio
holdings and to discuss purchase and sale activity. The team adjusts holdings in
the fund's portfolio as it deems appropriate in pursuit of the fund's investment
objective.  Individual  portfolio  manager  members  of the team also may adjust
portfolio  holdings of the fund or of sectors of the fund as  necessary  between
team meetings.

The  portfolio  manager  members  of the team  managing  the fund and their work
experience for the last five years are as follows:.

John Schniedwind,  Senior Vice President and Group Leader--Quantitative  Equity,
joined American  Century in 1982, and has been a member of the team that manages
Small Cap Quantitative since its inception.

The activities of the manager are subject only to directions of the fund's Board
of  Directors.  The manager pays all the expenses of the fund except  brokerage,
taxes,  interest,  fees and  expenses  of the  non-interested  person  directors
(including counsel fees) and extraordinary expenses.

For the services  provided to the fund, the manager receives a monthly fee based
on a percentage of the average net assets of the fund.  The annual rate at which
this fee is assessed is determined  monthly in a two-step process:  First, a fee
rate  schedule  is  applied  to the  assets  of all of  the  funds  in a  fund's
investment  category which are managed by the manager (the  Investment  Category
Fee). The three  investment  categories are: Money Market Funds,  Bond Funds and
Equity Funds.  Second,  a separate fee rate schedule is applied to the assets of
all of the funds  managed by the  manager  (the  Complex  Fee).  The  Investment
Category  Fee and the  Complex  Fee are then  added  to  determine  the  unified
management  fee payable by the fund to the manager.  Currently,  the  Investment
Category  Fee for the fund is an annual  rate of 0.60% of the average net assets
of the fund. The Complex Fee is currently an annual rate of 0.30% of the average
net assets of the fund. Further  information about the calculation of the annual
management fee is contained in the Statement of Additional Information.

On the first  business day of each month,  the fund pays a management fee to the
manager for the previous  month at the specified  rate. The fee for the previous
month  is  calculated  by  multiplying  the  applicable  fee for the fund by the
aggregate  average  daily  closing  value of the fund's  net  assets  during the
previous  month,  and  further  multiplying  that  product  by a  fraction,  the
numerator  of  which  is the  number  of  days  in the  previous  month  and the
denominator of which is 365 (366 in leap years).

CODE OF ETHICS

The fund and the manager have adopted a Code of Ethics that  restricts  personal
investing practices by employees of the manager and its affiliates.  Among other
provisions,   the  Code  of  Ethics  requires  that  employees  with  access  to
information  about the purchase or sale of securities  in the fund's  portfolios
obtain  preclearance before executing personal trades. With respect to Portfolio
Managers  and  other  investment   personnel,   the  Code  of  Ethics  prohibits
acquisition  of securities  in an initial  public  offering,  as well as profits
derived from the purchase and sale of the same security within 60 calendar days.
These provisions are designed to ensure that the interests of fund  shareholders
come before the interests of the people who manage those funds.

TRANSFER AND ADMINISTRATIVE SERVICES

American Century Services Corporation, American Century Tower, 4500 Main Street,
Kansas City,  Missouri 64111, acts as transfer agent and  dividend-paying  agent
for the fund. It provides  facilities,  equipment and personnel to the fund, and
is paid for such services by the manager.

Certain  recordkeeping  and  administrative  services  that would  otherwise  be
performed  by the transfer  agent may be  performed  by an insurance  company or
other  entity  providing  similar  services for various  retirement  plans using
shares of the fund as a funding medium, by broker-dealers and financial advisors
for their  customers  investing in shares of American  Century or by sponsors of
multi  mutual  fund no- or  low-transaction  fee  programs.  The  manager  or an
affiliate  may  enter  into  contracts  to pay them for such  recordkeeping  and
administrative services out of its unified management fee.

Although there is no sales charge levied by the fund,  transactions in shares of
the  fund may be  executed  by  brokers  or  investment  advisors  who  charge a
transaction-based  fee or other fee for their  services.  Such  charges may vary
among  broker-dealers and financial advisors,  but in all cases will be retained
by the  broker-dealer  or financial  advisor and not remitted to the fund or the
manager.  You  should be aware of the fact that these  transactions  may be made
directly with American Century without incurring such fees.

From time to time,  special services may be offered to shareholders who maintain
higher  share  balances in our family of funds.  These  services may include the
waiver of minimum investment requirements, expedited confirmation of shareholder
transactions,  newsletters and a team of personal representatives.  Any expenses
associated  with  these  special  services  will be paid by the  manager  or its
affiliates.

The manager and the  transfer  agent are both wholly  owned by American  Century
Companies,  Inc. (ACC). James E. Stowers Jr., Chairman of the Board of Directors
of ACC,  controls  ACC by virtue of his  ownership  of a majority  of its common
stock.

Pursuant to a Sub-Administration  Agreement with the manager,  Funds Distributor
Inc. (FDI) serves as the  Co-Administrator for the funds. FDI is responsible for
(i)  providing  certain  officers  of the funds and (ii)  reviewing  and  filing
marketing and sales  literature on behalf of the funds. The fees and expenses of
FDI are paid by the manager.

DISTRIBUTION OF FUND SHARES

The fund's shares are distributed by FDI, a registered  broker-dealer.  FDI is a
wholly-owned  indirect  subsidiary of Boston  Institutional  Group,  Inc.  FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.  The Investor Class of shares does not pay any commissions or sales loads
to the distributor or to any other broker-dealers or financial intermediaries in
connection with the distribution of fund shares.

Investors may open accounts with American  Century only through the distributor.
All purchase  transactions in the funds offered by this Prospectus are processed
by the transfer agent,  which is authorized to accept any instructions  relating
to fund accounts.  All purchase orders must be accepted by the distributor.  All
fees and expenses of FDI in acting as  distributor  for the fund are paid by the
manager.

FURTHER INFORMATION ABOUT AMERICAN CENTURY

American Century Quantitative Equity Funds is an open-end management  investment
company.  Its  business  and  affairs  are  managed  by its  officers  under the
direction of its Board of Directors.

The principal  office of the fund is American  Century Tower,  4500 Main Street,
P.O. Box 419200, Kansas City, Missouri 64141-6200.  All inquiries may be made by
mail to that address,  or by telephone to 1-800-345-2021  (international  calls:
816-531-5575).

American Century Quantitative Equity Funds issues shares with no par value. Each
series is commonly referred to as a fund. The assets belonging to each series of
shares are held  separately  by the  custodian  and in effect  each  series is a
separate fund.

American  Century  offers  three  classes of the fund:  an  Investor  Class,  an
Institutional Class, and an Advisor Class. The shares offered by this Prospectus
are Investor Class shares and have no up-front  charges,  commissions,  or 12b-1
fees.

The other classes of shares are primarily offered to institutional  investors or
through  institutional   distribution   channels,   such  as  employer-sponsored
retirement plans or through banks, broker-dealers,  insurance companies or other
financial  intermediaries.  The other  classes have  different  fees,  expenses,
and/or minimum  investment  requirements than the Investor Class. The difference
in the fee  structures  among  the  classes  is the  result  of  their  separate
arrangements for shareholder and distribution services and not the result of any
difference  in  amounts  charged by the  manager  for core  investment  advisory
services.  Accordingly,  the core  investment  advisory  expenses do not vary by
class.  Different  fees and expenses  will affect  performance.  For  additional
information  concerning  the  other  classes  of  shares  not  offered  by  this
Prospectus,  call us at  1-800-345-3533  or  contact a sales  representative  or
financial intermediary who offers those classes of shares.

Except as  described  below,  all  classes  of  shares of a fund have  identical
voting,  dividend,   liquidation  and  other  rights,  preferences,   terms  and
conditions.  The only  differences  among the various classes are (a) each class
may be subject to different  expenses specific to that class, (b) each class has
a different identifying designation or name, (c) each class has exclusive voting
rights with respect to matters solely  affecting such class,  (d) each class may
have different exchange privileges,  and (e) the Institutional Class may provide
for automatic  conversion  from that class into shares of the Investor  Class of
the same fund.

Each share,  irrespective  of series or class,  is entitled to one vote for each
dollar of net asset value applicable to such share on all questions,  except for
those  matters that must be voted on separately by the series or class of shares
affected. Matters affecting only one series or class are voted upon only by that
series or class.

Shares have non-cumulative  voting rights,  which means that the holders of more
than 50% of the votes  cast in an  election  of  directors  can elect all of the
directors  if  they  choose  to do so,  and in such  event  the  holders  of the
remaining  votes will not be able to elect any person or persons to the Board of
Directors.

Unless required by the Investment  Company Act, it will not be necessary for the
fund to hold annual meetings of shareholders.  As a result, shareholders may not
vote each year on the  election of  directors  or the  appointment  of auditors.
However,  pursuant to the fund's by-laws,  the holders of shares representing at
least  10% of the  votes  entitled  to be cast  may  request  the fund to hold a
special meeting of shareholders.  We will assist in the communication with other
shareholders.

WE RESERVE THE RIGHT TO CHANGE ANY OF OUR  POLICIES,  PRACTICES  AND  PROCEDURES
DESCRIBED IN THIS PROSPECTUS, INCLUDING THE STATEMENT OF ADDITIONAL INFORMATION,
WITHOUT  SHAREHOLDER  APPROVAL  EXCEPT  IN  THOSE  INSTANCES  WHERE  SHAREHOLDER
APPROVAL IS EXPRESSLY REQUIRED.



P.O. Box 419200
Kansas City, Missouri
64141-6200

Investor Services:
1-800-345-2021 or 816-531-5575

Automated Information Line:
1-800-345-8765

Telecommunications Device for the Deaf:
1-800-634-4113  or 816-444-3485

Fax: 816-340-4655

www.americancentury.com

9708
SH-BKT-9197
<PAGE>
                                   PROSPECTUS

                                 June 30, 1998

                                    American
                                    Century
                                     Group

                             Small Cap Quantitative

INSTITUTIONAL CLASS


                          AMERICAN CENTURY INVESTMENTS

                                FAMILY OF FUNDS

American Century  Investments offers you nearly 70 fund choices covering stocks,
bonds, money markets,  specialty investments and blended portfolios. To help you
find the funds that may meet your investment needs,  American Century funds have
been divided into three groups based on investment  style and objectives.  These
groups, which appear below, are designed to help simplify your fund decisions.

                          AMERICAN CENTURY INVESTMENTS

       BENHAM GROUP          AMERICAN CENTURY GROUP    TWENTIETH CENTURY GROUP

    MONEY MARKET FUNDS         ASSET ALLOCATION &
   GOVERNMENT BOND FUNDS         BALANCED FUNDS
  DIVERSIFIED BOND FUNDS    CONSERVATIVE EQUITY FUNDS       GROWTH FUNDS
   MUNICIPAL BOND FUNDS          SPECIALTY FUNDS         INTERNATIONAL FUNDS

                             Small Cap Quantitative


                                   PROSPECTUS

                                 June 30, 1998

                             Small Cap Quantitative

                              Institutional Class

                   American Century Quantitative Equity Funds

American  Century  Quantitative  Equity  Funds  is a part  of  American  Century
Investments,  a family of funds that  includes  nearly 70 no-load  mutual  funds
covering  a variety  of  investment  opportunities.  One of the  funds  from our
American Century Group of funds is described in this Prospectus.  Its investment
objective is listed on page 2 of this Prospectus.  The other funds are described
in separate prospectuses.

The fund's shares offered in this  Prospectus (the  Institutional  Class shares)
are sold at their net asset value with no sales charges or commissions.

The  Institutional  Class  shares  are  made  available  for  purchase  by large
institutional  shareholders,  such  as  bank  trust  departments,  corporations,
endowments,  foundations  and financial  advisors  that meet the funds'  minimum
investment  requirements.  Institutional  Class  shares  are not  available  for
purchase  by  insurance  companies  or  participant-directed  employer-sponsored
retirement plans.

This Prospectus gives you information about the fund that you should know before
investing.  Please  read this  Prospectus  carefully  and  retain it for  future
reference.  Additional  information  is included in the  Statement of Additional
Information  dated June 30,  1998,  and filed with the  Securities  and Exchange
Commission.  It is incorporated  into this Prospectus by reference.  To obtain a
copy without charge, call or write:


                          American Century Investments
                       4500 Main Street o P.O. Box 419385
                Kansas City, Missouri 64141-6385o 1-800-345-3533
                       International calls: 816-531-5575
                    Telecommunications Device for the Deaf:
                   1-800-345-1833o In Missouri: 816-444-3038
                            www.americancentury.com

Additional   information,   including  this  Prospectus  and  the  Statement  of
Additional Information,  may be obtained by accessing the Web site maintained by
the SEC (www.sec.gov).

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION,  NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

INVESTMENT OBJECTIVE OF THE FUND

AMERICAN CENTURY SMALL CAP QUANTITATIVE FUND

Small  Cap  Quantitative  seeks  long-term  capital  appreciation  by  investing
primarily in equity securities of small companies.

There is no assurance that the fund will achieve its investment objective.

NO  PERSON  IS  AUTHORIZED  BY THE  FUND TO GIVE  ANY  INFORMATION  OR MAKE  ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN OTHER PRINTED
OR WRITTEN  MATERIAL ISSUED BY OR ON BEHALF OF THE FUND, AND YOU SHOULD NOT RELY
ON ANY OTHER INFORMATION OR REPRESENTATION.

                               TABLE OF CONTENTS

 Investment Objectives of the Funds
 Transaction and Operating Expense Table
 Performance Information of Other Class
 INFORMATION REGARDING THE FUNDS
 Investment Policies of the Funds
    Income & Growth
    Equity Growth
 Risk Factors and Investment Techniques
 Other Investment Practices, Their Characteristics
    and Risks
    Portfolio Turnover
    Convertible Securities
       Futures Contracts
            and Options Thereon
       Short-Term Instruments
       Foreign Securities
       Securities Lending
       Other Techniques
  Performance Advertising

 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  

 American Century Investments
 Investing in American Century How to Open an Account
            By Mail
            By Wire
            By Exchange
            In Person
       Subsequent Investments
            By Mail
            By Telephone
            By Wire
            In Person
       Automatic Investment Plan
  Minimum Investment
  How to Exchange from One Account to Another
            By Mail
            By Telephone
  How to Redeem Shares
            By Mail
            By Telephone
            By Check-A-Month
            Other Automatic Redemptions
       Redemption Proceeds
            By Check
            By Wire and ACH
  Signature Guarantee
  Special Shareholder Services
            Open Order Service
            Tax-Qualified Retirement Plans
  Important Policies Regarding Your Investments
  Reports to Shareholders
 Customers of Banks, Broker-Dealers and
    Other Financial Intermediaries

 ADDITIONAL INFORMATION YOU SHOULD KNOW

 Share Price
    When Share Price Is Determined
    How Share Price Is Determined
    Where to Find Information About Share Price
 Distributions
 Taxes
    Tax-Deferred Accounts
    Taxable Accounts
 Management
    Investment Management
    Code of Ethics
    Transfer and Administrative Services
 Distribution of Fund Shares
 Further Information About American Century



                    TRANSACTION AND OPERATING EXPENSE TABLE

                                                                      Small Cap
                                                                    Quantitative

 SHAREHOLDER TRANSACTION EXPENSES:

Maximum Sales Load Imposed on Purchases ...........................        none

Maximum Sales Load Imposed on Reinvested Dividends ................        none

Deferred Sales Load ...............................................        none

Redemption Fee ....................................................        none

Exchange Fee ......................................................        none


 ANNUAL FUND OPERATING EXPENSES:


 (as a percentage of net assets)

Management Fees(1) ................................................        0.70%

12b-1 Fees ........................................................        none

Other Expenses ....................................................        0.01%

Total Fund Operating Expenses .....................................        0.71%



 EXAMPLE

You would pay the following expenses on a                           1 year  $  7
$1,000 investment, assuming a 5% annual return and                 3 years    23
redemption at the end of each time period:                         5 years    40
                                                                  10 years    88
- ----------

(1)  A portion of the management fee may be paid by American Century  Investment
     Management,  Inc. (the manager) to  unaffiliated  third parties who provide
     recordkeeping and administrative services that would otherwise be performed
     by  an  affiliate  of  the  manager.   See   "Management   -  Transfer  and
     Administrative Services", page xx.

The  purpose  of this  table is to help you  understand  the  various  costs and
expenses  that you,  as a  shareholder,  will bear  directly  or  indirectly  in
connection with an investment in the class of shares of the fund offered by this
Prospectus.  The example set forth above assumes  reinvestment  of all dividends
and  distributions  and uses a 5%  annual  rate of  return  as  required  by SEC
regulations.

Neither the 5% rate of return nor the expenses  shown above should be considered
indications of past or future returns and expenses.  Actual returns and expenses
may be greater or less than those shown.

The shares offered by this Prospectus are Institutional  Class shares.  The fund
offers two other classes of shares,  one of which is primarily made available to
retail  investors  and  one  that  is  primarily  made  available  to  financial
intermediaries.  The  other  classes  have  different  fee  structures  than the
Institutional  Class.  The difference in the fee structures among the classes is
the result of their  separate  arrangements  for  shareholder  and  distribution
services and not the result of any difference in amounts  charged by the manager
for core investment advisory services. Accordingly, the core investment advisory
expenses do not vary by class.  A  difference  in fees will result in  different
performance for the other classes. For additional  information about the various
classes, see "Further Information About American Century," page xx.


INFORMATION REGARDING THE FUND

INVESTMENT POLICIES OF THE FUND

The fund has adopted certain  investment  restrictions that are set forth in the
Statement  of  Additional  Information.  Those  restrictions,  as  well  as  the
investment  objective of the fund identified on page 2 of this  Prospectus,  and
any other investment  policies designated as "fundamental" in this Prospectus or
in  the  Statement  of  Additional   Information,   cannot  be  changed  without
shareholder  approval.  The fund has implemented  additional investment policies
and  practices  to  guide  its  activities  in the  pursuit  of  its  investment
objective.  These policies and practices,  which are described  throughout  this
Prospectus,  are not  designated  as  fundamental  policies  and may be  changed
without shareholder approval.

Small Cap  Quantitative's  investment  objective  is to seek  long-term  capital
appreciation  by investing  primarily in equity  securities of small  companies.
Small Cap  Quantitative  is designed for investors whose financial goals include
long-term capital growth.

The fund will  invest  primarily  in  common  stocks of  smaller  companies,  as
determined  by market  capitalization.  A company  shall be considered to have a
smaller market  capitalization  if, at the time of  investment,  it has a market
capitalization  which is not  greater  than  the  market  capitalization  of the
largest company  contained in the S&P Small Cap 600 Index. The S&P Small Cap 600
Index is a stock  index that  tracks the  performance  of equity  securities  of
smaller capitalization  companies.  As of December 31, 1997, the largest company
contained  in the  S&P  Small-Cap  600  Index  had a  market  capitalization  of
approximately $2.7 billion,  while the median company contained in the index had
a market capitalization of approximately $499 million.

The manager  seeks a total  return for Small Cap  Quantitative  that exceeds the
total return of the S&P 600. Of course,  Small Cap  Quantitative's  total return
may be higher or lower than the S&P 600's return over any period of time.

Small Cap  Quantitative's  investment  objective  is to seek  long-term  capital
appreciation  by investing  primarily in equity  securities of small  companies.
Small Cap  Quantitative  is designed for investors whose financial goals include
long-term capital growth.

The fund will  invest  primarily  in  common  stocks of  smaller  companies,  as
determined  by market  capitalization.  A company  shall be considered to have a
smaller market  capitalization  if, at the time of  investment,  it has a market
capitalization  which is not  greater  than  the  market  capitalization  of the
largest company  contained in the S&P Small Cap 600 Index. The S&P Small Cap 600
Index is a stock  index that  tracks the  performance  of equity  securities  of
smaller capitalization  companies.  As of December 31, 1997, the largest company
contained  in the  S&P  Small-Cap  600  Index  had a  market  capitalization  of
approximately $2.7 billion,  while the median company contained in the index had
a market capitalization of approximately $499 million.

The manager  seeks a total  return for Small Cap  Quantitative  that exceeds the
total return of the S&P 600. Of course,  Small Cap  Quantitative's  total return
may be higher or lower than the S&P 600's return over any period of time.

RISK FACTORS AND INVESTMENT TECHNIQUES

The manager uses  quantitative  management  strategies  in pursuit of the fund's
investment objective. Quantitative management combines two investment management
approaches.  The first is to rank stocks based on their relative attractiveness.
The  attractiveness  of a stock is determined  analytically  by using a computer
model to combine valuation and growth measures.  Examples of valuation  measures
include  price to book and price to cash flow  ratios  while  examples of growth
measures  include  the rate of growth of a  company's  earnings  and  changes in
analysts' earnings estimates.

The second approach is to use a technique referred to as portfolio optimization.
Using a computer the manager  constructs  a portfolio  (i.e.  company  names and
shares  held in each) that seeks the  optimal  tradeoff  between the risk of the
portfolio  relative to a benchmark (i.e. the S&P 600) and the expected return of
the portfolio as measured by the stock ranking model.

Approximately  65% of the fund's  portfolio  holdings  will be drawn from equity
securities of companies with a market  capitalization  within the range of those
which make up the S&P 600. In 1997, that capitalization range was $35 million to
$2.7 billion.

A fund's  investment  approach may cause it to be more heavily  invested in some
industries than in others. However, the fund may not invest more than 25% of its
total assets in companies  whose principal  business  activities are in the same
industry. In addition, the fund is a "diversified" investment company as defined
in the Investment  Company Act of 1940 (the Investment  Company Act). This means
that  investments  in any single  issuer  are  limited  by  restrictions  in the
Investment Company Act.

The  fund  may  invest  in  securities  or  engage  in  transactions   involving
instruments  other than equity  securities,  as discussed in the section  titled
"Other Investment Practices, Their Characteristics and Risks," see below.


OTHER INVESTMENT PRACTICES, THEIR
CHARACTERISTICS AND RISKS

For additional  information,  see "Additional  Investment  Restrictions"  in the
Statement of Additional Information.

PORTFOLIO TURNOVER

Investment   decisions  to  purchase  and  sell  securities  are  based  on  the
anticipated  contribution  of the security in question to the fund's  objective.
The manager considers the rate of portfolio turnover when it determines a change
is in order to achieve the objective and,  accordingly  under normal  conditions
the annual portfolio turnover rate is not anticipated to exceed 150%.

The  portfolio  turnover of the fund may be higher than other  mutual funds with
similar investment  objectives.  Higher turnover would generate  correspondingly
greater  brokerage  commissions  that the fund pays directly.  Higher  portfolio
turnover  also may  increase  the  likelihood  that the capital  gains,  if any,
realized and  distributed  by the fund will include  short-term  capital  gains,
which are taxable as ordinary income. When a security is sold, the manager seeks
whenever possible to minimize the capital gain that would be realized.

CONVERTIBLE SECURITIES

Although the fund's equity  investments  consist  primarily of common stock, the
fund may buy  securities  convertible  into common  stock,  such as  convertible
bonds,  convertible  preferred  stocks,  and warrants.  The manager may purchase
these  securities if it believes  that a company's  convertible  securities  are
undervalued in the market.

FUTURES CONTRACTS AND OPTIONS THEREON

The fund may buy or sell futures  contracts  relating to groups of securities or
indices  and  write  or buy put  and  call  options  relating  to  such  futures
contracts.

For options sold,  the fund will  segregate  cash or  appropriate  liquid assets
including equity  securities and debt securities of any grade equal to the value
of securities underlying the option unless the option is otherwise covered.

The  fund  will  deposit  cash or  appropriate  liquid  assets  in a  segregated
custodial  account in an amount  equal to the  fluctuating  market value of long
futures  contracts  it has  purchased,  less any  margin  deposited  on its long
position.  It may hold cash or acquire such debt  obligations for the purpose of
making these deposits.

The fund may use futures  and options  transactions  to maintain  cash  reserves
while remaining fully invested,  to facilitate  trading,  to reduce  transaction
costs, or to pursue higher investment  returns when a futures contract is priced
more attractively than its underlying security or index.

Futures  contracts and options  thereon may subject the fund to greater and more
volatile risks than might  otherwise be the case. The principal risks related to
the use of such instruments are (1) the offsetting correlation between movements
in the market price of the portfolio investments (held or intended) being hedged
and in the  price of the  futures  contract  or  option  may be  imperfect;  (2)
possible  lack of a liquid  secondary  market for  closing out futures or option
positions;   (3)  the  need  of  additional   portfolio  management  skills  and
techniques;  and (4) losses due to unanticipated  market price movements.  For a
hedge to be  completely  effective,  the price change of the hedging  instrument
should equal the price change of the securities  being hedged.  Such equal price
changes are not always  possible  because the investment  underlying the hedging
instrument may not be the same investment that is being hedged.

The ordinary spreads between prices in the cash and futures markets,  due to the
differences  in the nature of those markets,  are subject to distortion.  Due to
the  possibility  of  distortion,  a correct  forecast of general  interest rate
trends by the  manager  may still not result in a  successful  transaction.  The
manager  may be  incorrect  in its  expectations  as to the  extent  of  various
interest rate movements or the time span within which the movements take place.

See the Statement of Additional  Information for further information about these
instruments and their risks.

SHORT-TERM INSTRUMENTS

For  liquidity  purposes,  the fund may  invest  in  high-quality  money  market
instruments with remaining maturities of one year or less.

The fund also may  enter  into  repurchase  agreements,  collateralized  by U.S.
government  securities,  with banks or broker-dealers that are deemed to present
minimal credit risk. Credit risk determinations are made by the manager pursuant
to  guidelines  established  by the Board of Directors.  A repurchase  agreement
involves  the purchase of a security  and a  simultaneous  agreement to sell the
security back to the seller at a higher price.  Delays or losses could result if
the party to the agreement defaults or becomes bankrupt.

The fund may  invest up to 5% of its  total  assets  in any  money  market  fund
advised by the manager,  provided that the  investment  is  consistent  with the
fund's investment policies and restrictions.

FOREIGN SECURITIES

The fund may invest in securities of foreign issuers, including instruments that
trade on domestic or foreign  securities  exchanges  in U.S.  dollars or foreign
currencies.  Securities  of foreign  issuers may be affected by the  strength of
foreign  currencies  relative  to the U.S.  dollar or by  political  or economic
developments  in  foreign  countries.  Foreign  companies  may not be subject to
accounting standards or governmental regulations comparable to those that affect
U.S. companies, and there may be less public information about their operations.

OTHER TECHNIQUES

The  manager  may buy  other  types of  securities  or  employ  other  portfolio
management   techniques  on  behalf  of  a  fund  including  reverse  repurchase
agreements.  When SEC  guidelines  require  it to do so, the fund will set aside
cash or  appropriate  liquid assets in a segregated  account to cover the fund's
obligations.

PERFORMANCE ADVERTISING

From time to time, the fund may advertise performance data. Fund performance may
be  shown  by  presenting  one  or  more  performance  measurements,   including
cumulative  total return or average  annual  total  return  yield and  effective
yield.  Performance data may be quoted separately for the Investor Class and for
the other classes.

Cumulative  total return data is computed by considering all elements of return,
including  reinvestment  of dividends  and capital gains  distributions,  over a
stated  period of time.  Average  annual total return is determined by computing
the annual compound return over a stated period of time that would have produced
the  fund's  cumulative  total  return  over  the  same  period  if  the  fund's
performance had remained constant throughout.

A  quotation  of yield  reflects a fund's  income  over a stated  period of time
expressed as a percentage  of the fund's share  price.  The  effective  yield is
calculated in a similar manner,  but when  annualized,  the income earned by the
investment is assumed to be  reinvested.  The  effective  yield will be slightly
higher  than  the  yield  because  of the  compounding  effect  on  the  assumed
reinvestment.

Yield is calculated by adding over a 30-day (or  one-month)  period all interest
and  dividend  income (net of fund  expenses)  calculated  on each day's  market
values,  dividing  this sum by the  average  number of fund  shares  outstanding
during the period, and expressing the result as a percentage of the fund's share
price on the last day of the 30-day (or  one-month)  period.  The  percentage is
then annualized. Capital gains and losses are not included in the calculation.

Yields are calculated  according to accounting  methods that are standardized in
accordance with SEC rules for all stock and bond funds. Because yield accounting
methods  differ from the methods used for other  accounting  purposes,  a fund's
yield may not equal the income paid on its shares or the income  reported in the
fund's financial statements.

The fund also may include in advertisements data comparing  performance with the
performance of non-related  investment media,  published  editorial comments and
performance  rankings  compiled  by  independent  organizations  (such as Lipper
Analytical  Services,  Inc.) and  publications  that monitor the  performance of
mutual  funds.  Performance  information  may be  quoted  numerically  or may be
presented in a table, graph or other illustration. In addition, fund performance
may be compared to well-known  indices of market  performance.  Fund performance
also may be compared,  on a relative  basis,  to other funds in our fund family.
This relative comparison, which may be based upon historical fund performance or
historical  or  expected  volatility  or  other  fund  characteristics,  may  be
presented  numerically,  graphically or in text.  Fund  performance  also may be
combined or blended  with other funds in our fund family,  and that  combined or
blended  performance  may be  compared to the same  indices to which  individual
funds may be compared.

All performance  information  advertised by the fund is historical in nature and
is not  intended to represent or  guarantee  future  results.  The value of fund
shares when redeemed may be more or less than their original cost.

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

AMERICAN CENTURY INVESTMENTS

Small Cap Quantitative is a part of the American Century  Investments  family of
mutual funds. Our family provides a full range of investment opportunities, from
the aggressive  equity growth funds in our Twentieth Century Group, to the fixed
income funds in our Benham Group,  to the moderate  risk and specialty  funds in
our  American  Century  Group.  Please  call  1-800-345-3533  for a brochure  or
prospectuses for the other funds in the American Century Investments family.

To  reduce  expenses  and  demonstrate  respect  for  our  environment,  we have
initiated a project  through which we will  eliminate  duplicate  copies of most
financial  reports and  prospectuses  to most  households  and  deliver  account
statements to most households in a single envelope,  even if they have more than
one  account.  If you would like  additional  copies of  financial  reports  and
prospectuses or separate mailing of account statements, please call us.

INVESTING IN AMERICAN CENTURY

The  following  sections  explain  how to  invest  in  American  Century  funds,
including purchases, redemptions,  exchanges and special services. You will find
more detail about doing  business with us by referring to the Investor  Services
Guide that you will receive when you open an account.

If  you   own  or  are   considering   purchasing   fund   shares   through   an
employer-sponsored  retirement  plan or through a bank,  broker-dealer  or other
financial  intermediary,  the  following  sections,  as well as the  information
contained  in our Investor  Services  Guide,  may not apply to you.  Please read
"Minimum Investment," page xx and "Customers of Banks,  Broker-Dealers and Other
Financial Intermediaries," page xx.

HOW TO OPEN AN ACCOUNT

To open an account,  you must complete and sign an application,  furnishing your
taxpayer  identification  number. (You must also certify whether you are subject
to withholding  for failing to report income to the IRS.)  Investments  received
without a certified taxpayer identification number will be returned.

You may invest in the following ways:


By Mail

Send a completed application and check or money order payable in U.S. dollars to
American Century Investments.

By Wire

You may make your initial  investment by wiring funds. To do so, call us or mail
a completed application and provide your bank with the following information:

o        Receiving bank and routing number:
          Commerce Bank, N.A. (101000019)

o        Beneficiary (BNF):
          American Century Services Corporation
          4500 Main St., Kansas City, Missouri 64111

o        Beneficiary account number (BNF ACCT):
          2804918

o        Reference for Beneficiary (RFB):
          American Century account number into which you are investing.  If more
          than one, leave blank and see Bank to Bank Information below.

o        Originator to Beneficiary (OBI):
          Name and address of owner of account into which you are investing.

o        Bank to Bank Information
          (BBI or Free Form Text):

o        Taxpayer identification or Social Security number.

o        If more  than one account, account numbers and amount to be invested in
         each account.

o        Current tax year, previous tax year or rollover  designation if an IRA.
         Specify  whether  traditional  IRA, Roth IRA,  Education IRA,  SEP-IRA,
         SARSEP-IRA, SIMPLE Employer or SIMPLE Employee.

By Exchange

Call  1-800-345-3533  from 7 a.m. to 7 p.m.  Central time to get  information on
opening an account by exchanging from another American Century account. See this
page for more information on exchanges.

In Person


If you prefer to work with a representative  in person,  please visit one of our
Investor Centers, located at:

     4500 Main Street
     Kansas City, Missouri 64111

     4917 Town Center Drive
     Leawood, Kansas 66211

     1665 Charleston Road
     Mountain View, California 94043

     2000 S. Colorado Blvd.
     Denver, Colorado 80222

SUBSEQUENT INVESTMENTS

Subsequent  investments may be made by an automatic bank,  payroll or government
direct  deposit (see  "Automatic  Investment  Plan," this page) or by any of the
methods below. The minimum investment  requirement for subsequent investments is
$250 for checks  submitted  without the  investment  slip  portion of a previous
statement or confirmation and $50 for all other types of subsequent investments.

By Mail

When making subsequent investments,  enclose your check with the investment slip
portion of a previous  statement or confirmation.  If the investment slip is not
available,  indicate  your name,  address and account  number on your check or a
separate  piece of paper.  (Please  be aware  that the  investment  minimum  for
subsequent investments is higher without an investment slip.)

By Telephone

Once your  account is open,  you may make  investments  by telephone if you have
authorized us (by choosing "Full Services" on your  application) to draw on your
bank account.  You may call an Institutional  Service  Representative or use our
Automated Information Line.

By Wire

You  may  make  subsequent   investments  by  wire.  Follow  the  wire  transfer
instructions on page xx and indicate your account number.

In Person

You may make  subsequent  investments in person at one of our Investor  Centers.
The locations of our Investor Centers are listed on this page.

AUTOMATIC INVESTMENT PLAN

You  may  elect  on  your  application  to  make  investments  automatically  by
authorizing us to draw on your bank account regularly.  Such investments must be
at least the  equivalent  of $50 per  month.  You also may  choose an  automatic
payroll or government  direct  deposit.  If you are  establishing a new account,
check the appropriate box under  "Automatic  Investments" on your application to
receive  more  information.  If you  would  like to add a direct  deposit  to an
existing account, please call an Institutional Service Representative.

MINIMUM INVESTMENT

The  minimum   investment  is  $5  million  ($3  million  for   endowments   and
foundations).  If you  invest  with us  through a bank,  broker-dealer  or other
financial  intermediary,  the  minimum  investment  requirement  may  be  met by
aggregating the  investments of various clients of your financial  intermediary.
The  minimum  investment  requirement  may be  waived  if you or your  financial
intermediary,  if applicable, has an aggregate investment in our family of funds
of $10 million or more ($5  million for  endowments  and  foundations).  If your
balance or the balance of your  financial  intermediary,  if  applicable,  falls
below the minimum  investment  requirements due to redemptions or exchanges,  we
reserve the right to convert  your shares to Investor  Class  shares of the same
fund.  The  Investor  Class shares have a unified  management  fee that is 0.20%
higher than the Institutional Class shares.

HOW TO EXCHANGE FROM ONE ACCOUNT TO ANOTHER

As long as you meet any minimum investment  requirements,  you may exchange your
fund shares to our other funds up to six times per year per account. An exchange
request will be  processed as of the same day it is received,  if it is received
before the fund's net asset  values are  calculated,  which is one hour prior to
the close of the New York Stock  Exchange for funds  issued by American  Century
Target  Maturities  Trust and at the close of the  Exchange for all of our other
funds. See "When Share Price is Determined," page 23.

For any single  exchange,  the shares of each fund  being  acquired  must have a
value of at least $100.  However, we will allow investors to set up an Automatic
Exchange Plan between any two funds in the amount of at least $50 per month. See
our Investor Services Guide for further information about exchanges.

By Mail

You may direct us in writing to exchange  your shares from one American  Century
account to another. For additional information, please see our Investor Services
Guide.

By Telephone

You can make  exchanges  over the telephone if you have  authorized us to accept
telephone  instructions.  You can authorize this by selecting "Full Services" on
your application or by calling us at 1-800-345-3533 to get the appropriate form.

HOW TO REDEEM SHARES

We will redeem or "buy back" your shares at any time.  Redemptions  will be made
at the next net asset value  determined after a complete  redemption  request is
received.

Please  note that a request  to redeem  shares in an IRA or 403(b)  plan must be
accompanied  by an  executed  IRS  Form  W4-P  and a reason  for  withdrawal  as
specified by the IRS.

By Mail

Your written  instructions  to redeem  shares may be made either by a redemption
form,  which we will  send  you upon  request,  or by a  letter  to us.  Certain
redemptions may require a signature guarantee. Please see "Signature Guarantee,"
page xx.

By Telephone

If you have authorized us to accept telephone instructions,  you may redeem your
shares by calling an Institutional Service Representative.

By Check-A-Month

You may redeem  shares by  Check-A-Month.  A  Check-A-Month  plan  automatically
redeems  enough  shares  each month to provide you with a check in an amount you
choose  (minimum $50). To set up a Check-A-Month  plan,  please call and request
our Check-A-Month brochure.

Other Automatic Redemptions

You may elect to make redemptions  automatically by authorizing us to send funds
to you or to your account at a bank or other  financial  institution.  To set up
automatic redemptions, call an Institutional Service Representative.

REDEMPTION PROCEEDS

Please  note  that  shortly  after a  purchase  of  shares  is made by  check or
electronic  draft (also known as an ACH draft) from your bank, we may wait up to
15 days or longer to send  redemption  proceeds (to allow your purchase funds to
clear).  No interest is paid on the redemption  proceeds after the redemption is
processed but before your redemption proceeds are sent.

Redemption proceeds may be sent to you in one of the following ways:

By Check

Ordinarily,  all redemption  checks will be made payable to the registered owner
of the  shares  and will be  mailed  only to the  address  of  record.  For more
information, please refer to our Investor Services Guide.

By Wire and ACH

You may  authorize  us to transmit  redemption  proceeds  by wire or ACH.  These
services will be effective 15 days after we receive the authorization.

Your bank will  usually  receive  wired funds  within 48 hours of  transmission.
Funds  transferred  by ACH may be received up to seven days after  transmission.
Once the funds are transmitted,  the time of receipt and the funds' availability
are not under our control.

SIGNATURE GUARANTEE

To protect your accounts from fraud,  some transactions will require a signature
guarantee.  Which transactions will require a signature guarantee will depend on
which service options you elect when you open your account.  For example, if you
choose "In Writing Only," a signature guarantee is required when:

         o        redeeming more than $25,000; or

         o        establishing  or  increasing  a  Check-A-Month   or  automatic
                  transfer on an existing account.

You can obtain a signature guarantee from a bank or trust company, credit union,
broker-dealer,  securities  exchange or association,  clearing agency or savings
association, as defined by federal law.

For a more in-depth  explanation of our signature  guarantee  policy,  or if you
live outside the United  States and would like to know how to obtain a signature
guarantee, please consult our Investor Services Guide.

We reserve the right to require a signature guarantee on any transaction,  or to
change this policy at any time.

SPECIAL SHAREHOLDER SERVICES

We offer several  service  options to make your account easier to manage.  These
are listed on the account  application.  Please  make note of these  options and
elect the ones that are  appropriate  for you. Be aware that the "Full Services"
option offers you the most  flexibility.  You will find more  information  about
each of these service options in our Investor Services Guide.

Our special shareholder services include:

Open Order Service

Through our open order service, you may designate a price at which to buy shares
of a  variable-priced  fund by exchange from one of our money market funds, or a
price at which to sell  shares of a  variable-priced  fund by exchange to one of
our money market funds. The designated purchase price must be equal to or lower,
or the designated sale price equal to or higher, than the variable-priced fund's
net asset value at the time the order is placed.  If the designated price is met
within 90 calendar  days, we will execute your exchange order  automatically  at
that  price  (or  better).  Open  orders  not  executed  within  90 days will be
canceled.

If the fund you have selected deducts a distribution  from its share price, your
order  price  will  be  adjusted   accordingly  so  the  distribution  does  not
inadvertently  trigger an open order transaction on your behalf. If you close or
re-register  the  account  from which the shares are to be  redeemed,  your open
order will be canceled.

Because of their  time-sensitive  nature,  open order  transactions are accepted
only by  telephone  or in person.  These  transactions  are  subject to exchange
limitations  described  in  each  fund's  prospectus,  except  that  orders  and
cancellations  received  before 2 p.m.  Central time are effective the same day,
and orders or cancellations received after 2 p.m. Central time are effective the
next business day.

Tax-Qualified Retirement Plans

The fund is available for your  tax-deferred  retirement  plan. Call or write us
and request the appropriate forms for:

    o   Individual Retirement Accounts (IRAs);

    o   403(b)plans  for  employees  of public  school  systems  and  non-profit
        organizations; or

    o   Profit  sharing  plans  and  pension  plans for  corporations  and other
        employers.

If your IRA and 403(b) accounts do not total $10,000, each account is subject to
an annual $10 fee, up to a total of $30 per year.

You can also  transfer  your  tax-deferred  plan to us from  another  company or
custodian. Call or write us for a Request to Transfer form.

IMPORTANT POLICIES REGARDING YOUR INVESTMENTS

Every account is subject to policies that could affect your  investment.  Please
refer to the Investor Services Guide for further  information about the policies
discussed below, as well as further detail about the services we offer.

     (1) We reserve the right for any reason to suspend  the  offering of shares
for a period of time,  or to  reject  any  specific  purchase  order  (including
purchases  by  exchange).  Additionally,  purchases  may be  refused  if, in the
opinion of the manager,  they are of a size that would disrupt the management of
the fund.

     (2)  We  reserve  the  right  to  make  changes  to any  stated  investment
requirements,   including   those  that  relate  to  purchases,   transfers  and
redemptions.  In addition,  we also may alter,  add to or terminate any investor
services and privileges. Any changes may affect all shareholders or only certain
series or classes of shareholders.

     (3)  Shares  being  acquired  must be  qualified  for sale in your state of
residence.

     (4)  Transactions  requesting  a specific  price and date,  other than open
orders,  will be refused.  Once you have mailed or  otherwise  transmitted  your
transaction instructions to us, they may not be modified or canceled.

     (5) If a transaction request is made by a corporation,  partnership, trust,
fiduciary,  agent  or  unincorporated  association,  we  will  require  evidence
satisfactory to us of the authority of the individual making the request.

     (6) We have established  procedures  designed to assure the authenticity of
instructions received by telephone. These procedures include requesting personal
identification  from callers,  recording  telephone calls, and providing written
confirmations  of  telephone  transactions.  These  procedures  are  designed to
protect shareholders from unauthorized or fraudulent instructions.  If we do not
employ reasonable procedures to confirm the genuineness of instructions, then we
may be liable for losses due to  unauthorized  or fraudulent  instructions.  The
company, its transfer agent and manager will not be responsible for any loss due
to instructions they reasonably believe are genuine.

     (7)  All  signatures   should  be  exactly  as  the  name  appears  in  the
registration.  If the owner's name appears in the registration as Mary Elizabeth
Jones, she should sign that way and not as Mary E. Jones.

     (8)  Unusual  stock  market  conditions  have in the  past  resulted  in an
increase  in the  number  of  shareholder  telephone  calls.  If you  experience
difficulty  in reaching us during such  periods,  you may send your  transaction
instructions by mail,  express mail or courier service,  or you may visit one of
our Investor  Centers.  You also may use our Automated  Information  Line if you
have  requested  and  received an access code and are not  attempting  to redeem
shares.

     (9) If  you  fail  to  provide  us  with  the  correct  certified  taxpayer
identification number, we may reduce any redemption proceeds by $50 to cover the
penalty the IRS will impose on us for  failure to report your  correct  taxpayer
identification number on information reports.

     (10) We will perform special inquiries on shareholder  accounts. A research
fee of $15 per hour may be applied.

REPORTS TO SHAREHOLDERS

At the end of each calendar quarter,  we will send you a consolidated  statement
that summarizes all of your American Century holdings,  as well as an individual
statement for each fund you own that reflects all year-to-date  activity in your
account. You may request a statement of your account activity at any time.

With the exception of most automatic transactions, each time you invest, redeem,
transfer or exchange shares, we will send you a confirmation of the transaction.
See the Investor Services Guide for more detail.

CAREFULLY REVIEW ALL THE INFORMATION RELATING TO TRANSACTIONS ON YOUR STATEMENTS
AND  CONFIRMATIONS  TO ENSURE  THAT YOUR  INSTRUCTIONS  WERE ACTED ON  PROPERLY.
PLEASE  NOTIFY US  IMMEDIATELY  IN WRITING IF THERE IS AN ERROR.  IF YOU FAIL TO
PROVIDE  NOTIFICATION OF AN ERROR WITH REASONABLE  PROMPTNESS,  I.E.,  WITHIN 30
DAYS OF  NON-AUTOMATIC  TRANSACTIONS  OR  WITHIN  30  DAYS  OF THE  DATE OF YOUR
CONSOLIDATED QUARTERLY STATEMENT, IN THE CASE OF AUTOMATIC TRANSACTIONS, WE WILL
DEEM YOU TO HAVE RATIFIED THE TRANSACTION.

No later than January 31 of each year, we will send you reports that you may use
in completing your U.S. income tax return.  See the Investor  Services Guide for
more information.

Each year, we will send you an annual and a semiannual  report  relating to your
fund,  each of which is  incorporated  herein by  reference.  The annual  report
includes audited financial  statements and a list of portfolio  securities as of
the  fiscal  year  end.  The  semiannual  report  includes  unaudited  financial
statements  for the first six  months of the fiscal  year,  as well as a list of
portfolio  securities at the end of the period. You also will receive an updated
prospectus at least once each year.  Please read these materials  carefully,  as
they will help you understand your fund.

CUSTOMERS OF BANKS, BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

Information  contained in our Investor  Services Guide pertains to  shareholders
who  invest  directly  with  American   Century  rather  than  through  a  bank,
broker-dealer or other financial intermediary.

If  you  own  or  are  considering   purchasing  fund  shares  through  a  bank,
broker-dealer,  or other  financial  intermediary,  your  ability  to  purchase,
exchange and redeem shares will depend on your agreement  with, and the policies
of, such financial intermediary.

You may  reach  one of our  Institutional  Service  Representatives  by  calling
1-800-345-3533 to request information about our funds and services,  to obtain a
current  prospectus or to get answers to any questions  about our funds that you
are unable to obtain through your financial intermediary.

ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

The price of your shares is also referred to as their net asset value. Net asset
value is determined by calculating the total value of a fund's assets, deducting
total  liabilities and dividing the result by the number of shares  outstanding.
For all American  Century funds,  except funds issued by American Century Target
Maturities  Trust,  net asset  value is  determined  as of the close of  regular
trading on each day that the New York  Stock  Exchange  is open,  usually 3 p.m.
Central time.  The net asset values for Target  Maturities  funds are determined
one hour prior to the close of the Exchange.

Investments  and  requests to redeem or exchange  shares will  receive the share
price next  determined  after  receipt by us of the  investment,  redemption  or
exchange  request.  For example,  investments and requests to redeem or exchange
shares  received by us or one of our agents or  designees  before the time as of
which the net asset value of the fund is determined,  are effective on, and will
receive the price  determined,  that day.  Investment,  redemption  and exchange
requests received  thereafter are effective on, and receive the price determined
as of, the close of the Exchange on the next day the Exchange is open.

Investments  are considered  received only when payment is received by us. Wired
funds are considered  received on the day they are deposited in our bank account
if they are  deposited  before  the time as of which the net asset  value of the
fund is determined.

Investments by telephone  pursuant to your prior  authorization to us to draw on
your bank account are considered received at the time of your telephone call.

Investment and  transaction  instructions  received by us on any business day by
mail  prior  to the  time  as of  which  the  net  asset  value  of the  fund is
determined, will receive that day's price. Investments and instructions received
after that time will receive the price determined on the next business day.

If you invest in fund shares through an  employer-sponsored  retirement  plan or
other financial intermediary, it is the responsibility of your plan recordkeeper
or financial  intermediary  to transmit your  purchase,  exchange and redemption
requests to the funds'  transfer agent prior to the applicable  cut-off time for
receiving orders and to make payment for any purchase transactions in accordance
with the funds' procedures or any contractual arrangements with the funds or the
funds' distributor in order for you to receive that day's price.

We have contractual relationships with certain financial intermediaries in which
such intermediaries  represent that they have systems to track the time at which
investment  orders are received and to  segregate  orders  received at different
times.   Based  on  these   representations,   the  fund  has  authorized   such
intermediaries  and their designees to accept purchase and redemption  orders on
the fund's behalf up to the applicable  cut-off time. The fund will be deemed to
have received such orders upon acceptance by the duly  authorized  intermediary,
and such  orders  will be priced at the fund's net asset  value next  determined
after acceptance on the fund's behalf by such intermediary.

HOW SHARE PRICE IS DETERMINED

The  valuation of assets for  determining  net asset value may be  summarized as
follows:

The  portfolio  securities  of the fund,  except as otherwise  noted,  listed or
traded on a domestic  securities  exchange  are valued at the last sale price on
that  exchange.  Portfolio  securities  primarily  traded on foreign  securities
exchanges  generally  are  valued  at  the  preceding  closing  values  of  such
securities on the exchange where primarily traded. If no sale is reported, or if
local convention or regulation so provides, the mean of the latest bid and asked
prices is used.  Depending on local convention or regulation,  securities traded
over-the-counter  are priced at the mean of the latest bid and asked prices,  or
at the last sale  price.  When  market  quotations  are not  readily  available,
securities and other assets are valued at fair value as determined in accordance
with procedures adopted by the Board of Directors.

Debt securities not traded on a principal securities exchange are valued through
valuations obtained from a commercial pricing service or at the most recent mean
of the bid and asked prices  provided by investment  dealers in accordance  with
procedures established by the Board of Directors.

The value of an  exchange-traded  foreign security is determined in its national
currency  as of the close of  trading  on the  foreign  exchange  on which it is
traded or as of the close of business on the New York Stock Exchange, if that is
earlier.  That value is then  converted  to dollars  at the  prevailing  foreign
exchange rate.

Trading in  securities  on European  and Far Eastern  securities  exchanges  and
over-the-counter markets is normally completed at various times before the close
of  business on each day that the New York Stock  Exchange is open.  If an event
were to occur after the value of a security was  established  but before the net
asset value per share was  determined  that was likely to materially  change the
net asset value,  then that security would be valued at fair value as determined
in accordance with procedures adopted by the Board of Directors.

Trading of these  securities in foreign  markets may not take place on every New
York Stock Exchange business day. In addition, trading may take place in various
foreign  markets on Saturdays or on other days when the New York Stock  Exchange
is not open and on which a fund's net asset value is not calculated.  Therefore,
such calculation does not take place contemporaneously with the determination of
the prices of many of the portfolio  securities used in such calculation and the
value of a fund's  portfolio may be affected on days when shares of the fund may
not be purchased or redeemed.

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

The net asset values of the Investor  Class are published in leading  newspapers
daily.  The net  asset  value of the  Institutional  Class  of each  fund may be
obtained by calling us.

DISTRIBUTIONS

Small Cap  Quantitative's  dividends  are declared and paid  quarterly in March,
June, September and December.

The  objective of Small Cap  Quantitative  is capital  appreciation  and not the
production of  distributions.  You are encouraged to measure the success of your
investment  by the value of your  investment  at any  given  time and not by the
distributions you receive.

You will begin to participate in the  distributions  the day after your purchase
is  effective.  See "WHEN  SHARE  PRICE IS  DETERMINED,"  page xx. If you redeem
shares,  you  will  receive  the  distribution  declared  for  the  day  of  the
redemption.  If all shares are redeemed, the distribution on the redeemed shares
will be included with your redemption proceeds.

Distributions from net realized securities gains, if any, generally are declared
and paid once a year,  but the fund may make  distributions  on a more  frequent
basis to comply with the distribution requirements of the Internal Revenue Code,
in all  events in a manner  consistent  with the  provisions  of the  Investment
Company Act.

Participants in employer-sponsored retirement or savings plans must reinvest all
distributions.    For   shareholders   investing   through   taxable   accounts,
distributions  will be  reinvested  unless  you elect to  receive  them in cash.
Distributions of less than $10 generally will be reinvested.  Distributions made
shortly  after a  purchase  by check  or ACH may be held up to 15 days.  You may
elect to have distributions on shares held in certain IRAs and 403(b) plans paid
in cash only if you are at least  591/2  years old or  permanently  and  totally
disabled.  Distribution  checks  normally are mailed within seven days after the
record date. Please consult our Investor Services Guide for further  information
regarding your distribution options.

A distribution on shares of a fund does not increase the value of your shares or
your total  return.  At any given  time the value of your  shares  includes  the
undistributed  net gains, if any,  realized by the fund on the sale of portfolio
securities,  and  undistributed  dividends  and  interest  received,  less  fund
expenses.

Because such gains and dividends are included in the price of your shares,  when
they are  distributed  the price of your  shares is reduced by the amount of the
distribution.  If you buy your shares through a taxable  account just before the
distribution,  you will pay the full price for your  shares,  and then receive a
portion of the purchase price back as a taxable distribution.  See "Taxes," this
page.

TAXES

The fund has  elected to be taxed under  Subchapter  M of the  Internal  Revenue
Code,  which means that to the extent its income is distributed to shareholders,
it pays no income tax.

TAX-DEFERRED ACCOUNTS

If fund shares are purchased through tax-deferred accounts,  such as a qualified
employer-sponsored   retirement  or  savings  plan,  income  and  capital  gains
distributions  paid  by the  fund  will  generally  not be  subject  to  current
taxation,  but will  accumulate in your account under the plan on a tax-deferred
basis.

Employer-sponsored  retirement  and  savings  plans are  governed by complex tax
rules.  If you elect to participate in your employer's  plan,  consult your plan
administrator,  your plan's  summary plan  description,  or a  professional  tax
advisor   regarding  the  tax   consequences  of   participation  in  the  plan,
contributions to, and withdrawals or distributions from the plan.

TAXABLE ACCOUNTS

If fund shares are purchased  through  taxable  accounts,  distributions  of net
investment  income  and net  short-term  capital  gains  are  taxable  to you as
ordinary  income,  except as described  below. The dividends from net income may
qualify for the 70% dividends  received deduction for corporations to the extent
that the  fund  held  shares  receiving  the  dividend  for  more  than 45 days.
Distributions  from gains on assets  held longer than 12 months but no more than
18 months  (28% rate gain)  and/or  assets  held longer than 18 months (20% rate
gain) are taxable as long-term  gains  regardless of the length of time you have
held the shares.  However,  you should note that any loss realized upon the sale
or  redemption  of  shares  held for six  months or less  will be  treated  as a
long-term  capital loss to the extent of any  distribution of long-term  capital
gain (28% or 20% rate gain) to you with respect to such shares.

Distributions are taxable to you regardless of whether they are taken in cash or
reinvested, even if the value of your shares is below your cost. If you purchase
shares  shortly  before  a  distribution,  you  must  pay  income  taxes  on the
distribution,  even though the value of your investment (plus cash received,  if
any) will not have  increased.  In  addition,  the  share  price at the time you
purchase  shares may  include  unrealized  gains in the  securities  held in the
investment portfolio of the fund. If these portfolio securities are subsequently
sold and the gains are realized,  they will, to the extent not offset by capital
losses, be paid to you as a distribution of capital gains and will be taxable to
you as short-term or long-term capital gains (28% and/or 20% rate gain).

In  January  of the year  following  the  distribution,  if you own  shares in a
taxable account, you will receive a Form 1099-DIV notifying you of the status of
your distributions for federal income tax purposes.

Distributions  also may be  subject to state and local  taxes,  even if all or a
substantial  part  of such  distributions  are  derived  from  interest  on U.S.
government  obligations  which,  if you received them directly,  would be exempt
from state income tax. However, most but not all states allow this tax exemption
to pass  through  to fund  shareholders  when a fund pays  distributions  to its
shareholders.  You should  consult your tax advisor about the tax status of such
distributions in your own state.

If you have not complied with certain  provisions  of the Internal  Revenue Code
and Regulations, we are required by federal law to withhold and remit to the IRS
31%  of  reportable  payments  (which  may  include  dividends,   capital  gains
distributions  and redemptions).  Those regulations  require you to certify that
the Social Security number or tax  identification  number you provide is correct
and that you are not subject to 31% withholding for previous  under-reporting to
the  IRS.  You  will be asked  to make  the  appropriate  certification  on your
application.  Payments  reported by us that omit your Social  Security number or
tax  identification  number will  subject us to a penalty of $50,  which will be
charged  against  your account if you fail to provide the  certification  by the
time the report is filed. This charge is not refundable.

Redemption  of  shares  of a fund  (including  redemptions  made in an  exchange
transaction)  will be a taxable  transaction for federal income tax purposes and
shareholders  generally  will recognize a gain or loss in an amount equal to the
difference  between  the basis of the shares and the amount  received.  Assuming
that  shareholders hold such shares as a capital asset, the gain or loss will be
a capital gain or loss and generally  will be considered  long-term,  subject to
tax at a maximum rate of 28% if shareholders  have held such shares for a period
of more than 12 months but no more than 18 months and long-term,  subject to tax
at a maximum rate of 20% if  shareholders  have held such shares for a period of
more than 18 months. If a loss is realized on the redemption of fund shares, the
reinvestment  in  additional  fund  shares  within  30 days  before or after the
redemption may be subject to the "wash sale" rules of the Internal Revenue Code,
resulting in a postponement  of the  recognition of such loss for federal income
tax purposes.

In addition to the federal income tax  consequences  described above relating to
an  investment  in a fund,  there  may be other  federal,  state  or  local  tax
considerations  that depend upon the circumstances of each particular  investor.
Prospective  shareholders are therefore urged to consult their tax advisors with
respect to the effect of this investment on their own specific situations.

MANAGEMENT

INVESTMENT MANAGEMENT

The fund is a  diversified,  open-end  series of American  Century  Quantitative
Equity Funds (the company). Under the laws of the State of California, the Board
of  Directors  is  responsible  for  managing  the  business  and affairs of the
company. Acting pursuant to an investment management agreement entered into with
the fund, American Century Investment Management,  Inc. serves as the manager of
the fund. Its principal place of business is American  Century Tower,  4500 Main
Street,  Kansas City, Missouri 64111. The manager has been providing  investment
advisory services to investment companies and institutional clients since it was
founded in 1958.

The manager  supervises  and manages the  investment  portfolio  of the fund and
directs the purchase and sale of its investment  securities.  It utilizes a team
of portfolio managers, assistant portfolio managers and analysts acting together
to manage the assets of the fund. The team meets  regularly to review  portfolio
holdings and to discuss purchase and sale activity. The team adjusts holdings in
the fund's portfolio as it deems appropriate in pursuit of the fund's investment
objective.  Individual  portfolio  manager  members  of the team also may adjust
portfolio  holdings of the fund or of sectors of the fund as  necessary  between
team meetings.

The  portfolio  manager  members  of the team  managing  the fund and their work
experience for the last five years are as follows:

John Schniedwind,  Senior Vice President and Group Leader--Quantitative  Equity,
joined American  Century in 1982, and has been a member of the team that manages
Small Cap Quantitative since its inception..

The activities of the manager are subject only to directions of the fund's Board
of  Directors.  The manager pays all the expenses of the fund except  brokerage,
taxes,  interest,  fees and  expenses  of the  non-interested  person  directors
(including counsel fees) and extraordinary expenses.

For the services  provided to the fund, the manager receives a monthly fee based
on a percentage of the average net assets of the fund.  The annual rate at which
this fee is assessed is determined  monthly in a two-step process:  First, a fee
rate  schedule  is  applied  to the  assets  of all of  the  funds  in a  fund's
investment  category which are managed by the manager (the  Investment  Category
Fee). The three  investment  categories are: Money Market Funds,  Bond Funds and
Equity Funds.  Second,  a separate fee rate schedule is applied to the assets of
all of the funds  managed by the  manager  (the  Complex  Fee).  The  Investment
Category  Fee and the  Complex  Fee are then  added  to  determine  the  unified
management  fee payable by the fund to the manager.  Currently,  the  Investment
Category  Fee for the fund is an annual  rate of 0.60% of the average net assets
of the fund. The Complex Fee is currently an annual rate of 0.10% of the average
net assets of the fund. Further  information about the calculation of the annual
management fee is contained in the Statement of Additional Information.

On the first  business day of each month,  the fund pays a management fee to the
manager for the previous  month at the specified  rate. The fee for the previous
month  is  calculated  by  multiplying  the  applicable  fee for the fund by the
aggregate  average  daily  closing  value of the fund's  net  assets  during the
previous  month,  and  further  multiplying  that  product  by a  fraction,  the
numerator  of  which  is the  number  of  days  in the  previous  month  and the
denominator of which is 365 (366 in leap years).

CODE OF ETHICS

The fund and the manager have adopted a Code of Ethics that  restricts  personal
investing practices by employees of the manager and its affiliates.  Among other
provisions,   the  Code  of  Ethics  requires  that  employees  with  access  to
information  about the purchase or sale of securities  in the fund's  portfolios
obtain  preclearance before executing personal trades. With respect to Portfolio
Managers  and  other  investment   personnel,   the  Code  of  Ethics  prohibits
acquisition  of securities  in an initial  public  offering,  as well as profits
derived from the purchase and sale of the same security within 60 calendar days.
These provisions are designed to ensure that the interests of fund  shareholders
come before the interests of the people who manage those funds.

TRANSFER AND ADMINISTRATIVE SERVICES

American Century Services Corporation, American Century Tower, 4500 Main Street,
Kansas City,  Missouri 64111, acts as transfer agent and  dividend-paying  agent
for the fund. It provides  facilities,  equipment and personnel to the fund, and
is paid for such services by the manager.

Certain  recordkeeping  and  administrative  services  that would  otherwise  be
performed  by the transfer  agent may be  performed  by an insurance  company or
other  entity  providing  similar  services for various  retirement  plans using
shares of the fund as a funding medium, by broker-dealers and financial advisors
for their  customers  investing in shares of American  Century or by sponsors of
multi  mutual  fund no- or  low-transaction  fee  programs.  The  manager  or an
affiliate  may  enter  into  contracts  to pay them for such  recordkeeping  and
administrative services out of its unified management fee.

Although there is no sales charge levied by the fund,  transactions in shares of
the  fund may be  executed  by  brokers  or  investment  advisors  who  charge a
transaction-based  fee or other fee for their  services.  Such  charges may vary
among  broker-dealers and financial advisors,  but in all cases will be retained
by the  broker-dealer  or financial  advisor and not remitted to the fund or the
manager.  You  should be aware of the fact that these  transactions  may be made
directly with American Century without incurring such fees.

From time to time,  special services may be offered to shareholders who maintain
higher  share  balances in our family of funds.  These  services may include the
waiver of minimum investment requirements, expedited confirmation of shareholder
transactions,  newsletters and a team of personal representatives.  Any expenses
associated  with  these  special  services  will be paid by the  manager  or its
affiliates.

The manager and the  transfer  agent are both wholly  owned by American  Century
Companies,  Inc. (ACC). James E. Stowers Jr., Chairman of the Board of Directors
of ACC,  controls  ACC by virtue of his  ownership  of a majority  of its common
stock.

Pursuant to a Sub-Administration  Agreement with the manager,  Funds Distributor
Inc. (FDI) serves as the  Co-Administrator for the funds. FDI is responsible for
(i)  providing  certain  officers  of the funds and (ii)  reviewing  and  filing
marketing and sales  literature on behalf of the funds. The fees and expenses of
FDI are paid by the manager.

DISTRIBUTION OF FUND SHARES

The funds' shares are distributed by FDI, a registered  broker-dealer.  FDI is a
wholly-owned  indirect  subsidiary of Boston  Institutional  Group,  Inc.  FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.  The Investor Class of shares does not pay any commissions or sales loads
to the distributor or to any other broker-dealers or financial intermediaries in
connection with the distribution of fund shares.

Investors may open accounts with American  Century only through the distributor.
All purchase  transactions in the funds offered by this Prospectus are processed
by the transfer agent,  which is authorized to accept any instructions  relating
to fund accounts.  All purchase orders must be accepted by the distributor.  All
fees and expenses of FDI in acting as distributor  for the funds are paid by the
manager.

FURTHER INFORMATION ABOUT AMERICAN CENTURY

American Century Quantitative Equity Funds is an open-end management  investment
company.  Its  business  and  affairs  are  managed  by its  officers  under the
direction of its Board of Directors.

The principal  office of the fund is American  Century Tower,  4500 Main Street,
P.O. Box 419385, Kansas City, Missouri 64141-6385.  All inquiries may be made by
mail to that address,  or by telephone to 1-800-345-3533  (international  calls:
816-531-5575).

American Century Quantitative Equity Funds issues shares with no par value. Each
series is commonly referred to as a fund. The assets belonging to each series of
shares are held  separately  by the  custodian  and in effect  each  series is a
separate fund.

American Century offers three classes of the fund offered by this Prospectus: an
Investor Class, an Institutional  Class and an Advisor Class. The shares offered
by this Prospectus are Institutional  Class shares and have no up-front charges,
commissions, or 12b-1 fees.

The Investor Class is primarily made available to retail investors.  The Advisor
Class is primarily offered to institutional  investors or through  institutional
distribution  channels,  such as employer-sponsored  retirement plans or through
banks,  broker-dealers,  insurance companies or other financial  intermediaries.
The other classes have  different  fees,  expenses,  and/or  minimum  investment
requirements than the Institutional  Class. The difference in the fee structures
among the classes is the result of their separate  arrangements  for shareholder
and  distribution  services  and not the  result of any  difference  in  amounts
charged by the manager for core investment advisory services.  Accordingly,  the
core  investment  advisory  expenses  do not vary by class.  Different  fees and
expenses will affect  performance.  For  additional  information  concerning the
other   classes  of  shares  not  offered  by  this   Prospectus,   call  us  at
1-800-345-3533 or contact a sales  representative or financial  intermediary who
offers those classes of shares.

Except as  described  below,  all  classes  of  shares of a fund have  identical
voting,  dividend,   liquidation  and  other  rights,  preferences,   terms  and
conditions.  The only  differences  among the various classes are (a) each class
may be subject to different  expenses specific to that class, (b) each class has
a different identifying designation or name, (c) each class has exclusive voting
rights with respect to matters solely  affecting such class,  (d) each class may
have different exchange privileges,  and (e) the Institutional Class may provide
for automatic  conversion  from that class into shares of the Investor  Class of
the same fund.

Each share,  irrespective  of series or class,  is entitled to one vote for each
dollar of net asset value applicable to such share on all questions,  except for
those  matters that must be voted on separately by the series or class of shares
affected. Matters affecting only one series or class are voted upon only by that
series or class.

Shares have non-cumulative  voting rights,  which means that the holders of more
than 50% of the votes  cast in an  election  of  directors  can elect all of the
directors  if  they  choose  to do so,  and in such  event  the  holders  of the
remaining  votes will not be able to elect any person or persons to the Board of
Directors.

Unless required by the Investment  Company Act, it will not be necessary for the
fund to hold annual meetings of shareholders.  As a result, shareholders may not
vote each year on the  election of  directors  or the  appointment  of auditors.
However,  pursuant to the fund's by-laws,  the holders of shares representing at
least  10% of the  votes  entitled  to be cast  may  request  the fund to hold a
special meeting of shareholders.  We will assist in the communication with other
shareholders.

We reserve the right to change any of our  policies,  practices  and  procedures
described in this Prospectus, including the Statement of Additional Information,
without  shareholder  approval  except  in  those  instances  where  shareholder
approval is expressly required.



P.O. Box 419385
Kansas City, Missouri
64141-6385

Institutional Services:
1-800-345-3533 or 816-531-5575

Telecommunications Device for the Deaf:
1-800-345-1833 or 816-444-3038

Fax: 816-340-4655

www.americancentury.com
<PAGE>
                                   PROSPECTUS

                                 June 30, 1998

                                    American
                                    Century
                                     Group


                             Small Cap Quantitative

ADVISOR CLASS


                          American Century Investments

                                FAMILY OF FUNDS

American Century  Investments offers you nearly 70 fund choices covering stocks,
bonds, money markets,  specialty investments and blended portfolios. To help you
find the funds that may meet your investment needs,  American Century funds have
been divided into three groups based on investment  style and objectives.  These
groups, which appear below, are designed to help simplify your fund decisions.

                          AMERICAN CENTURY INVESTMENTS

       BENHAM GROUP          AMERICAN CENTURY GROUP    TWENTIETH CENTURY GROUP

    MONEY MARKET FUNDS         ASSET ALLOCATION &
   GOVERNMENT BOND FUNDS         BALANCED FUNDS
  DIVERSIFIED BOND FUNDS    CONSERVATIVE EQUITY FUNDS       GROWTH FUNDS
   MUNICIPAL BOND FUNDS          SPECIALTY FUNDS         INTERNATIONAL FUNDS

                             Small Cap Quantitative


                                   PROSPECTUS

                                 June 30, 1998

                             Small Cap Quantitative

                                 ADVISOR CLASS

                   American Century Quantitative Equity Funds

American  Century  Quantitative  Equity  Funds  is a part  of  American  Century
Investments,  a family of funds that  includes  nearly 70 no-load  and  low-load
mutual funds  covering a variety of investment  opportunities.  One of the funds
from our American  Century Group of funds is described in this  Prospectus.  Its
investment objective is listed on page 2 of this Prospectus. The other funds are
described in separate prospectuses.

Each fund's  shares  offered in this  Prospectus  (the Advisor Class shares) are
sold at their net asset value with no sales charges or commissions.  The Advisor
Class shares are subject to Rule 12b-1  shareholder  services  and  distribution
fees as described in this Prospectus.

The  Advisor  Class  shares  are  intended  for  purchase  by   participants  in
employer-sponsored retirement or savings plans and for persons purchasing shares
through   broker-dealers,   banks,   insurance  companies  and  other  financial
intermediaries that provide various administrative and distribution services.

This Prospectus gives you information about the fund that you should know before
investing.  Please  read this  Prospectus  carefully  and  retain it for  future
reference.  Additional  information  is included in the  Statement of Additional
Information  dated June 30,  1998,  and filed with the  Securities  and Exchange
Commission.  It is incorporated  into this Prospectus by reference.  To obtain a
copy without charge, call or write:

                          American Century Investments
                       4500 Main Street o P.O. Box 419385
                Kansas City, Missouri 64141-6385o 1-800-345-3533
                       International calls: 816-531-5575
                    Telecommunications Device for the Deaf:
                   1-800-345-1833o In Missouri: 816-444-3038
                            www.americancentury.com

Additional   information,   including  this  Prospectus  and  the  Statement  of
Additional Information,  may be obtained by accessing the Web site maintained by
the SEC (www.sec.gov).

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION,  NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

INVESTMENT OBJECTIVE OF THE FUND

AMERICAN CENTURY SMALL CAP QUANTITATIVE FUND

Small  Cap  Quantitative  seeks  long-term  capital  appreciation  by  investing
primarily in equity securities of small companies.

There is no assurance that the fund will achieve its investment objective.

NO  PERSON  IS  AUTHORIZED  BY THE  FUND TO GIVE  ANY  INFORMATION  OR MAKE  ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN OTHER PRINTED
OR WRITTEN  MATERIAL ISSUED BY OR ON BEHALF OF THE FUND, AND YOU SHOULD NOT RELY
ON ANY OTHER INFORMATION OR REPRESENTATION.


                               TABLE OF CONTENTS

Investment Objectives of the Funds ........................................   
Transaction and Operating Expense Table ...................................   
Performance Information of Other Class ....................................   

INFORMATION REGARDING THE FUNDS
Investment Policies of the Funds ..........................................   
    Income & Growth .......................................................   
    Equity Growth .........................................................   
Risk Factors and Investment Techniques ....................................   
Other Investment Practices, Their Characteristics
    and Risks .............................................................   
    Portfolio Turnover ....................................................   
    Convertible Securities ................................................   
    Futures Contracts
      and Options Thereon .................................................   
    Short-Term Instruments ................................................   
    Foreign Securities ....................................................   
    Securities Lending ....................................................   
    Other Techniques ......................................................   
Performance Advertising ...................................................   

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS
How to Purchase
    and Sell American Century Funds .......................................   
How to Exchange from
    One American Century Fund to Another ..................................   
How to Redeem Shares ......................................................   
Telephone Services ........................................................   
    Investors Line ........................................................   

ADDITIONAL INFORMATION YOU SHOULD KNOW
Share Price ...............................................................   
    When Share Price Is Determined ........................................   
    How Share Price Is Determined .........................................   
    Where to Find Information About Share Price ...........................   
Distributions .............................................................   
Taxes .....................................................................   
    Tax-Deferred Accounts .................................................   
    Taxable Accounts ......................................................   
Management ................................................................   
    Investment Management .................................................   
    Code of Ethics ........................................................   
    Transfer and Administrative Services ..................................   
Distribution of Fund Shares ...............................................   
    Service and Distribution Fees .........................................   
Further Information About American Century ................................   


                    TRANSACTION AND OPERATING EXPENSE TABLE

                                                                     Small Cap
                                                                    Quantitative

 SHAREHOLDER TRANSACTION EXPENSES:

Maximum Sales Load Imposed on Purchases ...........................        none

Maximum Sales Load Imposed on Reinvested Dividends ................        none

Deferred Sales Load ...............................................        none

Redemption Fee ....................................................        none

Exchange Fe .......................................................        none



 ANNUAL FUND OPERATING EXPENSES:


 (as a percentage of net assets)

Management Fees(1) ................................................        0.65%

12b-1 Fees(2) .....................................................        0.50%

Other Expenses ....................................................        0.01%

Total Fund Operating Expenses .....................................        1.16%


 EXAMPLE

You would pay the following expenses on a                           1 year  $ 12
$1,000 investment, assuming a 5% annual return and                 3 years    37
redemption at the end of each time period:                         5 years    64
                                                                  10 years   141
- ----------

(1) A portion of the management fee may be paid by American  Century  Investment
    Management,  Inc.  (the manager) to  unaffiliated  third parties who provide
    recordkeeping and administrative  services that would otherwise be performed
    by  an   affiliate  of  the  manager.   See   "Management   -  Transfer  and
    Administrative Services," page 21.

(2) The 12b-1 fee is designed to permit  investors  to  purchase  Advisor  Class
    shares  through   broker-dealers,   banks,  insurance  companies  and  other
    financial  intermediaries.  A portion of the fee is used to compensate  them
    for ongoing  recordkeeping and administrative  services that would otherwise
    be  performed  by an  affiliate  of the  manager,  and a portion  is used to
    compensate  them  for  distribution  and  other  shareholder  services.  See
    "Service and Distribution Fees," page 19.


The  purpose  of this  table is to help you  understand  the  various  costs and
expenses  that you,  as a  shareholder,  will bear  directly  or  indirectly  in
connection with an investment in the class of shares of the fund offered by this
Prospectus.  The example set forth above assumes  reinvestment  of all dividends
and  distributions  and uses a 5%  annual  rate of  return  as  required  by SEC
regulations.

Neither the 5% rate of return nor the expenses  shown above should be considered
indications of past or future returns and expenses.  Actual returns and expenses
may be greater or less than those shown.

The shares offered by this Prospectus are Advisor Class shares.  The funds offer
two other classes of shares,  one of which is primarily made available to retail
investors and one that is primarily made available to  institutional  investors.
The other classes have  different fee  structures  than the Advisor  Class.  The
difference  in the fee  structures  among  the  classes  is the  result of their
separate  arrangements  for  shareholder and  distribution  services and not the
result of any difference in amounts  charged by the manager for core  investment
advisory  services.  Accordingly,  the core investment  advisory expenses do not
vary by class. A difference in fees will result in different performance for the
other  classes.  For  additional  information  about the  various  classes,  see
"Further Information About American Century," page xx.


INFORMATION REGARDING THE FUND

INVESTMENT POLICIES OF THE FUND

The fund has adopted certain  investment  restrictions that are set forth in the
Statement  of  Additional  Information.  Those  restrictions,  as  well  as  the
investment  objective of the fund identified on page 2 of this  Prospectus,  and
any other investment  policies designated as "fundamental" in this Prospectus or
in  the  Statement  of  Additional   Information,   cannot  be  changed  without
shareholder  approval.  The fund has implemented  additional investment policies
and  practices  to  guide  its  activities  in the  pursuit  of  its  investment
objective.  These policies and practices,  which are described  throughout  this
Prospectus,  are not  designated  as  fundamental  policies  and may be  changed
without shareholder approval.

Small Cap  Quantitative's  investment  objective  is to seek  long-term  capital
appreciation  by investing  primarily in equity  securities of small  companies.
Small Cap  Quantitative  is designed for investors whose financial goals include
long-term capital growth.

The fund will  invest  primarily  in  common  stocks of  smaller  companies,  as
determined  by market  capitalization.  A company  shall be considered to have a
smaller market  capitalization  if, at the time of  investment,  it has a market
capitalization  which is not  greater  than  the  market  capitalization  of the
largest company  contained in the S&P Small Cap 600 Index. The S&P Small Cap 600
Index is a stock  index that  tracks the  performance  of equity  securities  of
smaller capitalization  companies.  As of December 31, 1997, the largest company
contained  in the  S&P  Small-Cap  600  Index  had a  market  capitalization  of
approximately $2.7 billion,  while the median company contained in the index had
a market capitalization of approximately $499 million.

The manager  seeks a total  return for Small Cap  Quantitative  that exceeds the
total return of the S&P 600. Of course,  Small Cap  Quantitative's  total return
may be higher or lower than the S&P 600's return over any period of time.

RISK FACTORS AND INVESTMENT TECHNIQUES

The manager uses  quantitative  management  strategies  in pursuit of the fund's
investment objective. Quantitative management combines two investment management
approaches.  The first is to rank stocks based on their relative attractiveness.
The  attractiveness  of a stock is determined  analytically  by using a computer
model to combine value and growth  measures.  Examples of value measures include
price to book and price to cash flow ratios  while  examples of growth  measures
include the rate of growth of a  company's  earnings  and  changes in  analysts'
earnings estimates.

The second approach is to use a technique referred to as portfolio optimization.
Using a computer the manager  constructs  a portfolio  (i.e.  company  names and
shares  held in each) that seeks the  optimal  tradeoff  between the risk of the
portfolio  relative to a benchmark (i.e. the S&P 600) and the expected return of
the portfolio as measured by the stock ranking model.

Approximately  65% of the fund's  portfolio  holdings  will be drawn from equity
securities of companies with a market  capitalization  within the range of those
which make up the S&P 600. In 1997, that capitalization range was $35 million to
$2.7 billion.

The fund's investment  approach may cause it to be more heavily invested in some
industries than in others. However, the fund may not invest more than 25% of its
total assets in companies  whose principal  business  activities are in the same
industry. In addition, the fund is a "diversified" investment company as defined
in the Investment  Company Act of 1940 (the Investment  Company Act). This means
that  investments  in any single  issuer  are  limited  by  restrictions  in the
Investment Company Act.

The  fund  may  invest  in  securities  or  engage  in  transactions   involving
instruments  other than equity  securities,  as discussed in the section  titled
"Other Investment Practices, Their Characteristics and Risks," see below.


OTHER INVESTMENT PRACTICES, THEIR
CHARACTERISTICS AND RISKS

For additional  information,  see "Additional  Investment  Restrictions"  in the
Statement of Additional Information.

PORTFOLIO TURNOVER

Investment   decisions  to  purchase  and  sell  securities  are  based  on  the
anticipated  contribution  of the security in question to the fund's  objective.
The manager considers the rate of portfolio turnover when it determines a change
is in order to achieve the objective and,  accordingly  under normal  conditions
the annual portfolio turnover rate is not anticipated to exceed 150%.

The  portfolio  turnover of the fund may be higher than other  mutual funds with
similar investment  objectives.  Higher turnover would generate  correspondingly
greater  brokerage  commissions  that the fund pays directly.  Higher  portfolio
turnover  also may  increase  the  likelihood  that the capital  gains,  if any,
realized and  distributed  by the fund will include  short-term  capital  gains,
which are taxable as ordinary income. When a security is sold, the manager seeks
whenever possible to minimize the capital gain that would be realized.

CONVERTIBLE SECURITIES

Although the fund's equity  investments  consist  primarily of common stock, the
fund may buy  securities  convertible  into common  stock,  such as  convertible
bonds,  convertible  preferred  stocks,  and warrants.  The manager may purchase
these  securities if it believes  that a company's  convertible  securities  are
undervalued in the market.

FUTURES CONTRACTS AND OPTIONS THEREON

The fund may buy or sell futures  contracts  relating to groups of securities or
indices  and  write  or buy put  and  call  options  relating  to  such  futures
contracts.

For options sold,  the fund will  segregate  cash or  appropriate  liquid assets
including equity  securities and debt securities of any grade equal to the value
of securities underlying the option unless the option is otherwise covered.

The  fund  will  deposit  cash or  appropriate  liquid  assets  in a  segregated
custodial  account in an amount  equal to the  fluctuating  market value of long
futures  contracts  it has  purchased,  less any  margin  deposited  on its long
position.  It may hold cash or acquire such debt  obligations for the purpose of
making these deposits.

The fund may use futures  and options  transactions  to maintain  cash  reserves
while remaining fully invested,  to facilitate  trading,  to reduce  transaction
costs, or to pursue higher investment  returns when a futures contract is priced
more attractively than its underlying security or index.

Futures  contracts and options  thereon may subject the fund to greater and more
volatile risks than might  otherwise be the case. The principal risks related to
the use of such instruments are (1) the offsetting correlation between movements
in the market price of the portfolio investments (held or intended) being hedged
and in the  price of the  futures  contract  or  option  may be  imperfect;  (2)
possible  lack of a liquid  secondary  market for  closing out futures or option
positions;   (3)  the  need  of  additional   portfolio  management  skills  and
techniques;  and (4) losses due to unanticipated  market price movements.  For a
hedge to be  completely  effective,  the price change of the hedging  instrument
should equal the price change of the securities  being hedged.  Such equal price
changes are not always  possible  because the investment  underlying the hedging
instrument may not be the same investment that is being hedged.

The ordinary spreads between prices in the cash and futures markets,  due to the
differences  in the nature of those markets,  are subject to distortion.  Due to
the  possibility  of  distortion,  a correct  forecast of general  interest rate
trends by the  manager  may still not result in a  successful  transaction.  The
manager  may be  incorrect  in its  expectations  as to the  extent  of  various
interest rate movements or the time span within which the movements take place.

See the Statement of Additional  Information for further information about these
instruments and their risks.

SHORT-TERM INSTRUMENTS

For  liquidity  purposes,  the fund may  invest  in  high-quality  money  market
instruments with remaining maturities of one year or less.

The fund also may  enter  into  repurchase  agreements,  collateralized  by U.S.
government  securities,  with banks or broker-dealers that are deemed to present
minimal credit risk. Credit risk determinations are made by the manager pursuant
to  guidelines  established  by the Board of Directors.  A repurchase  agreement
involves  the purchase of a security  and a  simultaneous  agreement to sell the
security back to the seller at a higher price.  Delays or losses could result if
the party to the agreement defaults or becomes bankrupt.

The fund may  invest up to 5% of its  total  assets  in any  money  market  fund
advised by the manager,  provided that the  investment  is  consistent  with the
fund's investment policies and restrictions.

FOREIGN SECURITIES

The fund may invest in securities of foreign issuers, including instruments that
trade on domestic or foreign  securities  exchanges  in U.S.  dollars or foreign
currencies.  Securities  of foreign  issuers may be affected by the  strength of
foreign  currencies  relative  to the U.S.  dollar or by  political  or economic
developments  in  foreign  countries.  Foreign  companies  may not be subject to
accounting standards or governmental regulations comparable to those that affect
U.S. companies, and there may be less public information about their operations.

OTHER TECHNIQUES

The  manager  may buy  other  types of  securities  or  employ  other  portfolio
management   techniques  on  behalf  of  a  fund  including  reverse  repurchase
agreements.  When SEC  guidelines  require  it to do so, the fund will set aside
cash or  appropriate  liquid assets in a segregated  account to cover the fund's
obligations.

PERFORMANCE ADVERTISING

From time to time, the fund may advertise performance data. Fund performance may
be  shown  by  presenting  one  or  more  performance  measurements,   including
cumulative  total return or average  annual total return and yield.  Performance
data may be quoted separately for the Investor Class and for the other classes.

Cumulative  total return data is computed by considering all elements of return,
including  reinvestment  of dividends  and capital gains  distributions,  over a
stated  period of time.  Average  annual total return is determined by computing
the annual compound return over a stated period of time that would have produced
the  fund's  cumulative  total  return  over  the  same  period  if  the  fund's
performance had remained constant throughout.

A  quotation  of yield  reflects a fund's  income  over a stated  period of time
expressed as a percentage  of the fund's share  price.  The  effective  yield is
calculated in a similar manner,  but when  annualized,  the income earned by the
investment is assumed to be  reinvested.  The  effective  yield will be slightly
higher  than  the  yield  because  of the  compounding  effect  on  the  assumed
reinvestment.

Yield is calculated by adding over a 30-day (or  one-month)  period all interest
and  dividend  income (net of fund  expenses)  calculated  on each day's  market
values,  dividing  this sum by the  average  number of fund  shares  outstanding
during the period, and expressing the result as a percentage of the fund's share
price on the last day of the 30-day (or  one-month)  period.  The  percentage is
then annualized. Capital gains and losses are not included in the calculation.

Yields are calculated  according to accounting  methods that are standardized in
accordance with SEC rules for all stock and bond funds. Because yield accounting
methods  differ from the methods used for other  accounting  purposes,  a fund's
yield may not equal the income paid on its shares or the income  reported in the
fund's financial statements.

The fund also may include in advertisements data comparing  performance with the
performance of non-related  investment media,  published  editorial comments and
performance  rankings  compiled  by  independent  organizations  (such as Lipper
Analytical  Services,  Inc.) and  publications  that monitor the  performance of
mutual  funds.  Performance  information  may be  quoted  numerically  or may be
presented in a table, graph or other illustration. In addition, fund performance
may be compared to well-known  indices of market  performance.  Fund performance
also may be compared,  on a relative  basis,  to other funds in our fund family.
This relative comparison, which may be based upon historical fund performance or
historical  or  expected  volatility  or  other  fund  characteristics,  may  be
presented  numerically,  graphically or in text.  Fund  performance  also may be
combined or blended  with other funds in our fund family,  and that  combined or
blended  performance  may be  compared to the same  indices to which  individual
funds may be compared.

All performance  information  advertised by the fund is historical in nature and
is not  intended to represent or  guarantee  future  results.  The value of fund
shares when redeemed may be more or less than their original cost.

                     HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

The  following  sections  explain how to purchase,  exchange and redeem  Advisor
Class shares of the funds offered by this Prospectus.

HOW TO PURCHASE AND SELL AMERICAN CENTURY FUNDS

The fund offered by this  Prospectus is available as an investment  option under
your  employer-sponsored  retirement or savings plan or through or in connection
with a program, product or service offered by a financial intermediary,  such as
a bank,  broker-dealer or insurance  company.  Because all records of your share
ownership  are  maintained  by your plan sponsor,  plan  recordkeeper,  or other
financial intermediary,  all orders to purchase, exchange and redeem shares must
be made through your employer or other financial intermediary, as applicable.

If you are purchasing through a retirement or savings plan, the administrator of
your plan or your employee  benefits office can provide you with  information on
how to participate in your plan and how to select  American  Century funds as an
investment option.

If you are purchasing through a financial intermediary,  you should contact your
service  representative at the financial  intermediary for information about how
to select American Century funds.

If you have questions  about the fund, see  "Investment  Policies of the Funds,"
page  xx,  or  call  one  of  our  Institutional   Service   Representatives  at
1-800-345-3533.

Orders to purchase shares are effective on the day we receive payment. See "When
Share Price is Determined," page xx

We may discontinue offering shares generally in the fund (including any class of
shares of the fund) or in any particular state without notice to shareholders.

To  reduce  expenses  and  demonstrate  respect  for  our  environment,  we have
initiated a project  through which we will  eliminate  duplicate  copies of most
financial  reports and  prospectuses  to most  households  and  deliver  account
statements to most households in a single envelope,  even if they have more than
one  account.  If you would like  additional  copies of  financial  reports  and
prospectuses or separate mailing of account statements, please call us.

HOW TO EXCHANGE FROM ONE AMERICAN CENTURY FUND TO ANOTHER

Your plan or program may permit you to exchange your investment in the shares of
the fund for shares of another fund in our family. See your plan  administrator,
employee  benefits office or financial  intermediary for details on the rules in
your plan governing exchanges.

HOW TO REDEEM SHARES

Subject  to any  restrictions  imposed  by your  employer's  plan  or  financial
intermediary's  program,  you can sell  (redeem)  your shares at their net asset
value  through  the plan or  financial  intermediary.  Your plan  administrator,
trustee,  financial intermediary or other designated person must provide us with
redemption instructions. The shares will be redeemed at the net asset value next
computed after receipt of the  instructions in good order. See "When Share Price
Is Determined," page xx. If you have any questions about how to redeem,  contact
your plan administrator,  employee benefits office, or service representative at
your financial intermediary, as applicable.


TELEPHONE SERVICES

INVESTORS LINE

To request information about our funds and a current prospectus,  or get answers
to any  questions  that you may have about the funds and the  services we offer,
call one of our Institutional Service Representatives at 1-800-345-3533.

ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

The price of your shares is also referred to as their net asset value. Net asset
value is determined by calculating the total value of a fund's assets, deducting
total  liabilities and dividing the result by the number of shares  outstanding.
For all American  Century funds,  except funds issued by American Century Target
Maturities  Trust,  net asset  value is  determined  as of the close of  regular
trading on each day that the New York  Stock  Exchange  is open,  usually 3 p.m.
Central time.  The net asset values for Target  Maturities  funds are determined
one hour prior to the close of the Exchange.

Investments  and  requests to redeem or exchange  shares will  receive the share
price next  determined  after  receipt by us of the  investment,  redemption  or
exchange  request.  For example,  investments and requests to redeem or exchange
shares  received by us or one of our agents or  designees  before the time as of
which the net asset value of the fund is determined,  are effective on, and will
receive the price  determined,  that day.  Investment,  redemption  and exchange
requests received  thereafter are effective on, and receive the price determined
as of, the close of the Exchange on the next day the Exchange is open.

Investments  are considered  received only when payment is received by us. Wired
funds are considered  received on the day they are deposited in our bank account
if they are  deposited  before  the time as of which the net asset  value of the
fund is determined.

Investments by telephone  pursuant to your prior  authorization to us to draw on
your bank account are considered received at the time of your telephone call.

Investment and  transaction  instructions  received by us on any business day by
mail  prior  to the  time  as of  which  the  net  asset  value  of the  fund is
determined, will receive that day's price. Investments and instructions received
after that time will receive the price determined on the next business day.

If you invest in fund shares through an  employer-sponsored  retirement  plan or
other financial intermediary, it is the responsibility of your plan recordkeeper
or financial  intermediary  to transmit your  purchase,  exchange and redemption
requests to the funds'  transfer agent prior to the applicable  cut-off time for
receiving orders and to make payment for any purchase transactions in accordance
with the funds' procedures or any contractual arrangements with the funds or the
funds' distributor in order for you to receive that day's price.

We have contractual relationships with certain financial intermediaries in which
such intermediaries  represent that they have systems to track the time at which
investment  orders are received and to  segregate  orders  received at different
times.   Based  on  these   representations,   the  fund  has  authorized   such
intermediaries  and their designees to accept purchase and redemption  orders on
the fund's behalf up to the applicable  cut-off time. The fund will be deemed to
have received such orders upon acceptance by the duly  authorized  intermediary,
and such  orders  will be priced at the fund's net asset  value next  determined
after acceptance on the fund's behalf by such intermediary.

HOW SHARE PRICE IS DETERMINED

The  valuation of assets for  determining  net asset value may be  summarized as
follows:

The  portfolio  securities  of the fund,  except as otherwise  noted,  listed or
traded on a domestic  securities  exchange  are valued at the last sale price on
that  exchange.  Portfolio  securities  primarily  traded on foreign  securities
exchanges  generally  are  valued  at  the  preceding  closing  values  of  such
securities on the exchange where primarily traded. If no sale is reported, or if
local convention or regulation so provides, the mean of the latest bid and asked
prices is used.  Depending on local convention or regulation,  securities traded
over-the-counter  are priced at the mean of the latest bid and asked prices,  or
at the last sale  price.  When  market  quotations  are not  readily  available,
securities and other assets are valued at fair value as determined in accordance
with procedures adopted by the Board of Directors.

Debt securities not traded on a principal securities exchange are valued through
valuations obtained from a commercial pricing service or at the most recent mean
of the bid and asked prices  provided by investment  dealers in accordance  with
procedures established by the Board of Directors.

The value of an  exchange-traded  foreign security is determined in its national
currency  as of the close of  trading  on the  foreign  exchange  on which it is
traded or as of the close of business on the New York Stock Exchange, if that is
earlier.  That value is then  converted  to dollars  at the  prevailing  foreign
exchange rate.

Trading in  securities  on European  and Far Eastern  securities  exchanges  and
over-the-counter markets is normally completed at various times before the close
of  business on each day that the New York Stock  Exchange is open.  If an event
were to occur after the value of a security was  established  but before the net
asset value per share was  determined  that was likely to materially  change the
net asset value,  then that security would be valued at fair value as determined
in accordance with procedures adopted by the Board of Directors.

Trading of these  securities in foreign  markets may not take place on every New
York Stock Exchange business day. In addition, trading may take place in various
foreign  markets on Saturdays or on other days when the New York Stock  Exchange
is not open and on which a fund's net asset value is not calculated.  Therefore,
such calculation does not take place contemporaneously with the determination of
the prices of many of the portfolio  securities used in such calculation and the
value of a fund's  portfolio may be affected on days when shares of the fund may
not be purchased or redeemed.

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

The net asset values of the Investor Class of the funds are published in leading
newspapers  daily.  Because the total expense ratio for the Advisor Class shares
is 0.25%  higher than the Investor  Class,  their net asset values will be lower
than the Investor  Class.  The net asset value of the Advisor Class of each fund
may be obtained by calling us.

DISTRIBUTIONS

Small Cap  Quantitative's  dividends  are declared and paid  quarterly in March,
June, September and December.

The  objective of Small Cap  Quantitative  is capital  appreciation  and not the
production of  distributions.  You are encouraged to measure the success of your
investment  by the value of your  investment  at any  given  time and not by the
distributions you receive.

You will begin to participate in the  distributions  the day after your purchase
is  effective.  See "WHEN  SHARE  PRICE IS  DETERMINED,"  page xx. If you redeem
shares,  you  will  receive  the  distribution  declared  for  the  day  of  the
redemption.  If all shares are redeemed, the distribution on the redeemed shares
will be included with your redemption proceeds.

Distributions from net realized securities gains, if any, generally are declared
and paid once a year,  but the fund may make  distributions  on a more  frequent
basis to comply with the distribution requirements of the Internal Revenue Code,
in all  events in a manner  consistent  with the  provisions  of the  Investment
Company Act.

Participants in employer-sponsored retirement or savings plans must reinvest all
distributions.    For   shareholders   investing   through   taxable   accounts,
distributions  will be  reinvested  unless  you elect to  receive  them in cash.
Distributions of less than $10 generally will be reinvested.  Distributions made
shortly  after a  purchase  by check  or ACH may be held up to 15 days.  You may
elect to have distributions on shares held in certain IRAs and 403(b) plans paid
in cash only if you are at least  591/2  years old or  permanently  and  totally
disabled.  Distribution  checks  normally are mailed within seven days after the
record date. Please consult our Investor Services Guide for further  information
regarding your distribution options.

A distribution on shares of a fund does not increase the value of your shares or
your total  return.  At any given  time the value of your  shares  includes  the
undistributed  net gains, if any,  realized by the fund on the sale of portfolio
securities,  and  undistributed  dividends  and  interest  received,  less  fund
expenses.

Because such gains and dividends are included in the price of your shares,  when
they are  distributed  the price of your  shares is reduced by the amount of the
distribution.  If you buy your shares through a taxable  account just before the
distribution,  you will pay the full price for your  shares,  and then receive a
portion of the purchase price back as a taxable distribution.  See "Taxes," this
page.

TAXES

The fund has  elected to be taxed under  Subchapter  M of the  Internal  Revenue
Code,  which means that to the extent its income is distributed to shareholders,
it pays no income tax.

TAX-DEFERRED ACCOUNTS

If fund shares are purchased through tax-deferred accounts,  such as a qualified
employer-sponsored   retirement  or  savings  plan,  income  and  capital  gains
distributions  paid  by the  fund  will  generally  not be  subject  to  current
taxation,  but will  accumulate in your account under the plan on a tax-deferred
basis.

Employer-sponsored  retirement  and  savings  plans are  governed by complex tax
rules.  If you elect to participate in your employer's  plan,  consult your plan
administrator,  your plan's  summary plan  description,  or a  professional  tax
advisor   regarding  the  tax   consequences  of   participation  in  the  plan,
contributions to, and withdrawals or distributions from the plan.

TAXABLE ACCOUNTS

If fund shares are purchased  through  taxable  accounts,  distributions  of net
investment  income  and net  short-term  capital  gains  are  taxable  to you as
ordinary  income,  except as described  below. The dividends from net income may
qualify for the 70% dividends  received deduction for corporations to the extent
that the  fund  held  shares  receiving  the  dividend  for  more  than 45 days.
Distributions  from gains on assets  held longer than 12 months but no more than
18 months  (28% rate gain)  and/or  assets  held longer than 18 months (20% rate
gain) are taxable as long-term  gains  regardless of the length of time you have
held the shares.  However,  you should note that any loss realized upon the sale
or  redemption  of  shares  held for six  months or less  will be  treated  as a
long-term  capital loss to the extent of any  distribution of long-term  capital
gain (28% or 20% rate gain) to you with respect to such shares.

Distributions are taxable to you regardless of whether they are taken in cash or
reinvested, even if the value of your shares is below your cost. If you purchase
shares  shortly  before  a  distribution,  you  must  pay  income  taxes  on the
distribution,  even though the value of your investment (plus cash received,  if
any) will not have  increased.  In  addition,  the  share  price at the time you
purchase  shares may  include  unrealized  gains in the  securities  held in the
investment portfolio of the fund. If these portfolio securities are subsequently
sold and the gains are realized,  they will, to the extent not offset by capital
losses, be paid to you as a distribution of capital gains and will be taxable to
you as short-term or long-term capital gains (28% and/or 20% rate gain).

In  January  of the year  following  the  distribution,  if you own  shares in a
taxable account, you will receive a Form 1099-DIV notifying you of the status of
your distributions for federal income tax purposes.

Distributions  also may be  subject to state and local  taxes,  even if all or a
substantial  part  of such  distributions  are  derived  from  interest  on U.S.
government  obligations  which,  if you received them directly,  would be exempt
from state income tax. However, most but not all states allow this tax exemption
to pass  through  to fund  shareholders  when a fund pays  distributions  to its
shareholders.  You should  consult your tax advisor about the tax status of such
distributions in your own state.

If you have not complied with certain  provisions  of the Internal  Revenue Code
and Regulations, we are required by federal law to withhold and remit to the IRS
31%  of  reportable  payments  (which  may  include  dividends,   capital  gains
distributions  and redemptions).  Those regulations  require you to certify that
the Social Security number or tax  identification  number you provide is correct
and that you are not subject to 31% withholding for previous  under-reporting to
the  IRS.  You  will be asked  to make  the  appropriate  certification  on your
application.  Payments  reported by us that omit your Social  Security number or
tax  identification  number will  subject us to a penalty of $50,  which will be
charged  against  your account if you fail to provide the  certification  by the
time the report is filed. This charge is not refundable.

Redemption  of  shares  of a fund  (including  redemptions  made in an  exchange
transaction)  will be a taxable  transaction for federal income tax purposes and
shareholders  generally  will recognize a gain or loss in an amount equal to the
difference  between  the basis of the shares and the amount  received.  Assuming
that  shareholders hold such shares as a capital asset, the gain or loss will be
a capital gain or loss and generally  will be considered  long-term,  subject to
tax at a maximum rate of 28% if shareholders  have held such shares for a period
of more than 12 months but no more than 18 months and long-term,  subject to tax
at a maximum rate of 20% if  shareholders  have held such shares for a period of
more than 18 months. If a loss is realized on the redemption of fund shares, the
reinvestment  in  additional  fund  shares  within  30 days  before or after the
redemption may be subject to the "wash sale" rules of the Internal Revenue Code,
resulting in a postponement  of the  recognition of such loss for federal income
tax purposes.

In addition to the federal income tax  consequences  described above relating to
an  investment  in a fund,  there  may be other  federal,  state  or  local  tax
considerations  that depend upon the circumstances of each particular  investor.
Prospective  shareholders are therefore urged to consult their tax advisors with
respect to the effect of this investment on their own specific situations.

MANAGEMENT

INVESTMENT MANAGEMENT

The fund is a  diversified,  open-end  series of American  Century  Quantitative
Equity Funds (the company). Under the laws of the State of California, the Board
of  Directors  is  responsible  for  managing  the  business  and affairs of the
company. Acting pursuant to an investment management agreement entered into with
the fund, American Century Investment Management,  Inc. serves as the manager of
the fund. Its principal place of business is American  Century Tower,  4500 Main
Street,  Kansas City, Missouri 64111. The manager has been providing  investment
advisory services to investment companies and institutional clients since it was
founded in 1958.

The manager  supervises  and manages the  investment  portfolio  of the fund and
directs the purchase and sale of its investment  securities.  It utilizes a team
of portfolio managers, assistant portfolio managers and analysts acting together
to manage the assets of the fund. The team meets  regularly to review  portfolio
holdings and to discuss purchase and sale activity. The team adjusts holdings in
the fund's portfolio as it deems appropriate in pursuit of the fund's investment
objective.  Individual  portfolio  manager  members  of the team also may adjust
portfolio  holdings of the fund or of sectors of the fund as  necessary  between
team meetings.

The  portfolio  manager  members  of the team  managing  the fund and their work
experience for the last five years are as follows:.

John Schniedwind,  Senior Vice President and Group Leader--Quantitative  Equity,
joined American  Century in 1982, and has been a member of the team that manages
Small Cap Quantitative since its inception..

The activities of the manager are subject only to directions of the fund's Board
of  Directors.  The manager pays all the expenses of the fund except  brokerage,
taxes,  interest,  fees and  expenses  of the  non-interested  person  directors
(including counsel fees) and extraordinary expenses.

For the services provided to the funds, the manager receives a monthly fee based
on a percentage of the average net assets of each fund. The annual rate at which
this fee is assessed is determined  monthly in a two-step process:  First, a fee
rate  schedule  is  applied  to the  assets  of all of  the  funds  in a  fund's
investment  category which are managed by the manager (the  Investment  Category
Fee). The three  investment  categories are: Money Market Funds,  Bond Funds and
Equity Funds.  Second,  a separate fee rate schedule is applied to the assets of
all of the funds  managed by the  manager  (the  Complex  Fee).  The  Investment
Category  Fee and the  Complex  Fee are then  added  to  determine  the  unified
management  fee payable by the fund to the manager.  Currently,  the  Investment
Category  Fee for the fund is an annual  rate of 0.60% of the average net assets
of the fund. The Complex Fee is currently an annual rate of 0.05% of the average
net assets of the fund. Further  information about the calculation of the annual
management fee is contained in the Statement of Additional Information.

On the first  business day of each month,  the fund pays a management fee to the
manager for the previous  month at the specified  rate. The fee for the previous
month  is  calculated  by  multiplying  the  applicable  fee for the fund by the
aggregate  average  daily  closing  value of the fund's  net  assets  during the
previous  month,  and  further  multiplying  that  product  by a  fraction,  the
numerator  of  which  is the  number  of  days  in the  previous  month  and the
denominator of which is 365 (366 in leap years).

CODE OF ETHICS

The fund and the manager have adopted a Code of Ethics that  restricts  personal
investing practices by employees of the manager and its affiliates.  Among other
provisions,   the  Code  of  Ethics  requires  that  employees  with  access  to
information  about the purchase or sale of securities  in the fund's  portfolios
obtain  preclearance before executing personal trades. With respect to Portfolio
Managers  and  other  investment   personnel,   the  Code  of  Ethics  prohibits
acquisition  of securities  in an initial  public  offering,  as well as profits
derived from the purchase and sale of the same security within 60 calendar days.
These provisions are designed to ensure that the interests of fund  shareholders
come before the interests of the people who manage those funds.

TRANSFER AND ADMINISTRATIVE SERVICES

American Century Services Corporation, American Century Tower, 4500 Main Street,
Kansas City,  Missouri 64111, acts as transfer agent and  dividend-paying  agent
for the fund. It provides  facilities,  equipment and personnel to the fund, and
is paid for such services by the manager.

From time to time,  special services may be offered to shareholders who maintain
higher  share  balances in our family of funds.  These  services may include the
waiver of minimum investment requirements, expedited confirmation of shareholder
transactions,  newsletters and a team of personal representatives.  Any expenses
associated  with  these  special  services  will be paid by the  manager  or its
affiliates.

The manager and the  transfer  agent are both wholly  owned by American  Century
Companies,  Inc. (ACC). James E. Stowers Jr., Chairman of the Board of Directors
of ACC,  controls  ACC by virtue of his  ownership  of a majority  of its common
stock.

Pursuant to a Sub-Administration  Agreement with the manager,  Funds Distributor
Inc. (FDI) serves as the  Co-Administrator for the funds. FDI is responsible for
(i)  providing  certain  officers  of the funds and (ii)  reviewing  and  filing
marketing and sales  literature on behalf of the funds. The fees and expenses of
FDI are paid by the manager.

DISTRIBUTION OF FUND SHARES

The fund's shares are distributed by FDI, a registered  broker-dealer.  FDI is a
wholly-owned  indirect  subsidiary of Boston  Institutional  Group,  Inc.  FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.  As agent  for the fund and the  manager,  the  distributor  enters  into
contracts  with various  banks,  broker-dealers,  insurance  companies and other
financial  intermediaries  with respect to the sale of the fund's  shares and/or
the use of the fund's shares in various financial  services.  The manager (or an
affiliate) pays all expenses  incurred in promoting sales of, and  distributing,
the  Advisor  Class and in  securing  such  services  out of the Rule 12b-1 fees
described in the section that follows.

Investors may open accounts with American  Century only through the distributor.
All purchase  transactions in the funds offered by this Prospectus are processed
by the transfer agent,  which is authorized to accept any instructions  relating
to fund accounts.  All purchase orders must be accepted by the distributor.  All
fees and expenses of FDI in acting as  distributor  for the fund are paid by the
manager.

SERVICE AND DISTRIBUTION FEES

Rule  12b-1  adopted  by the  SEC  under  the  Investment  Company  Act  permits
investment  companies  that  adopt  a  written  plan  to  pay  certain  expenses
associated  with the  distribution  of their shares.  Pursuant to that rule, the
fund's  Board of Directors  and the initial  shareholder  of the fund's  Advisor
Class  shares  have  approved  and  entered  into  a  Master   Distribution  and
Shareholder Services Plan (the Plan) with the distributor. Pursuant to the Plan,
the fund pays a shareholder  services fee and a distribution  fee, each equal to
0.25%  (for a total of 0.50%) per annum of the  average  daily net assets of the
shares of the fund's Advisor Class. The shareholder services fee is paid for the
purpose of paying the costs of securing certain  shareholder and  administrative
services,  and the  distribution fee is paid for the purpose of paying the costs
of providing various  distribution  services.  All or a portion of such fees are
paid by the manager, as paying agent for the fund, to the banks, broker-dealers,
insurance companies or other financial  intermediaries through which such shares
are made available.

The Plan has  been  adopted  and will be  administered  in  accordance  with the
requirements  of Rule 12b-1 under the  Investment  Company Act.  For  additional
information about the Plan and its terms, see "Multiple Class Structure - Master
Distribution  and  Shareholder  Services  Plan" in the  Statement of  Additional
Information. Fees paid pursuant to the Plan may be paid for shareholder services
and the maintenance of accounts and therefore may constitute  "service fees" for
purposes of applicable rules of the National Association of Securities Dealers.

FURTHER INFORMATION ABOUT AMERICAN CENTURY

American Century Quantitative Equity Funds is an open-end management  investment
company.  Its  business  and  affairs  are  managed  by its  officers  under the
direction of its Board of Directors.

The principal  office of the fund is American  Century Tower,  4500 Main Street,
P.O. Box 419385, Kansas City, Missouri 64141-6385.  All inquiries may be made by
mail to that address,  or by telephone to 1-800-345-3533  (international  calls:
816-531-5575).

American Century Quantitative Equity Funds issues shares with no par value. Each
series is commonly referred to as a fund. The assets belonging to each series of
shares are held  separately  by the  custodian  and in effect  each  series is a
separate fund.

American  Century  offers  three  classes  of each of the funds  offered by this
Prospectus: an Investor Class, an Institutional Class, and an Advisor Class. The
shares offered by this Prospectus are Advisor Class shares.

The  Investor  Class is  primarily  made  available  to  retail  investors.  The
Institutional  Class is primarily offered to institutional  investors or through
institutional distribution channels, such as employer-sponsored retirement plans
or  through  banks,  broker-dealers,  insurance  companies  or  other  financial
intermediaries.  The other classes have different fees, expenses, and/or minimum
investment  requirements  than the  Advisor  Class.  The  difference  in the fee
structures  among the classes is the result of their separate  arrangements  for
shareholder  and  distribution  services and not the result of any difference in
amounts  charged  by  the  manager  for  core  investment   advisory   services.
Accordingly,  the  core  investment  advisory  expenses  do not  vary by  class.
Different fees and expenses will affect performance.  For additional information
concerning the other classes of shares not offered by this  Prospectus,  call us
at  1-800-345-3533 or contact a sales  representative or financial  intermediary
who offers those classes of shares.

Except as  described  below,  all  classes  of  shares of a fund have  identical
voting,  dividend,   liquidation  and  other  rights,  preferences,   terms  and
conditions.  The only  differences  among the various classes are (a) each class
may be subject to different  expenses specific to that class, (b) each class has
a different identifying designation or name, (c) each class has exclusive voting
rights with respect to matters solely  affecting such class,  (d) each class may
have different exchange privileges,  and (e) the Institutional Class may provide
for automatic  conversion  from that class into shares of the Investor  Class of
the same fund.

Each share,  irrespective  of series or class,  is entitled to one vote for each
dollar of net asset value applicable to such share on all questions,  except for
those  matters that must be voted on separately by the series or class of shares
affected. Matters affecting only one series or class are voted upon only by that
series or class.

Shares have non-cumulative  voting rights,  which means that the holders of more
than 50% of the votes  cast in an  election  of  directors  can elect all of the
directors  if  they  choose  to do so,  and in such  event  the  holders  of the
remaining  votes will not be able to elect any person or persons to the Board of
Directors.

Unless required by the Investment  Company Act, it will not be necessary for the
fund to hold annual meetings of shareholders.  As a result, shareholders may not
vote each year on the  election of  directors  or the  appointment  of auditors.
However,  pursuant to the fund's by-laws,  the holders of shares representing at
least  10% of the  votes  entitled  to be cast  may  request  the fund to hold a
special meeting of shareholders.  We will assist in the communication with other
shareholders.

We reserve the right to change any of our  policies,  practices  and  procedures
described in this Prospectus, including the Statement of Additional Information,
without  shareholder  approval  except  in  those  instances  where  shareholder
approval is expressly required.



P.O. Box 419385
Kansas City, Missouri
64141-6385

Institutional Services:
1-800-345-3533 or 816-531-5575

Telecommunications Device for the Deaf:
1-800-345-1833 or 816-444-3038

Fax: 816-340-4655

www.americancentury.com

9708
SH-BKT-9207
<PAGE>
                      STATEMENT OF ADDITIONAL INFORMATION

                                 June 30, 1998
                                    AMERICAN
                                     CENTURY
                                      GROUP

                             Small Cap Quantitative


                       STATEMENT OF ADDITIONAL INFORMATION

                                  June 30, 1998

                   AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS

This is the Statement of Additional  Information for the American  Century Small
Cap Quantitative  Fund. This Statement is not a prospectus but should be read in
conjunction  with the fund's  current  Prospectus  dated June 30,  1998.  Please
retain  this  document  for future  reference.  To obtain the  Prospectus,  call
American Century Investments toll free at 1-800-345-2021  (international  calls:
816-531-5575), or write P.O. Box 419200, Kansas City, Missouri 64141-6200.


                               TABLE OF CONTENTS

Investment Policies and Techniques .......
Investment Restrictions ..................
Portfolio Turnover .......................
Performance Advertising...................
Capital Stock ............................
Custodians................................
Independent Auditors......................
Multiple Class Structure .................
Brokerage ................................
Officers and Directors ...................
Management ...............................
Holidays .................................





INVESTMENT POLICIES AND TECHNIQUES

  The following pages provide a more detailed  description of the securities and
investment practices  identified in the Prospectus.  Unless otherwise noted, the
policies  described  in  this  Statement  of  Additional   Information  are  not
fundamental and may be changed by the Board of Directors.

U.S. GOVERNMENT SECURITIES

  The fund may invest in U.S. government securities,  including bills, notes and
bonds  issued  by the U.S.  Treasury  and  securities  issued or  guaranteed  by
agencies  or  instrumentalities  of the U.S.  government.  Some U.S.  government
securities  are supported by the direct full faith and credit pledge of the U.S.
government;  others are  supported by the right of the issuer to borrow from the
U.S.  Treasury;  others,  such as  securities  issued  by the  Federal  National
Mortgage Association,  are supported by the discretionary  authority of the U.S.
government to purchase the agencies' obligations;  and others are supported only
by the  credit  of the  issuing  or  guaranteeing  instrumentality.  There is no
assurance  that  the  U.S.  government  will  provide  financial  support  to an
instrumentality it sponsors when it is not obligated by law to do so.

REPURCHASE AGREEMENTS

  In a repurchase  agreement  (repo),  the fund buys a security at one price and
simultaneously agrees to sell it back to the seller at an agreed upon price on a
specified  date  (usually  within  seven days from the date of  purchase)  or on
demand.  The  repurchase  price  exceeds  the  purchase  price by an amount that
reflects an  agreed-upon  rate of return and that is  unrelated  to the interest
rate on the  underlying  security.  Delays or losses  could  result if the other
party to the agreement defaults or becomes bankrupt.

  American  Century  Investment  Management,  Inc.  (the  manager)  attempts  to
minimize the risks associated with repurchase  agreements by adhering to written
guidelines which govern repurchase agreements.  These guidelines strictly govern
(i) the type of  securities  which may be  acquired  and held  under  repurchase
agreements;   (ii)  collateral   requirements   for  sellers  under   repurchase
agreements;  (iii) the amount of the fund's net assets that may be  committed to
repurchase  agreements  that mature in more than seven days; and (iv) the manner
in which  the fund  must take  delivery  of  securities  subject  to  repurchase
agreements.  Moreover,  the  Board  of  Directors  reviews  and  approves,  on a
quarterly basis, the  creditworthiness  of brokers,  dealers and banks with whom
the fund may  enter  into  repurchase  agreements.  The  fund may  enter  into a
repurchase agreement only with an entity that appears on a list of entities that
have been approved by the Board as sufficiently creditworthy.

  The fund has received  permission from the Securities and Exchange  Commission
(SEC) to  participate  in joint  repurchase  agreements  collateralized  by U.S.
government securities with other mutual fund advised by the manager. Joint repos
are  expected  to increase  the income the fund can earn from repo  transactions
without increasing the risks associated with these transactions.

WHEN-ISSUED AND FORWARD COMMITMENT AGREEMENTS

  The fund may engage in securities  transactions  on a  when-issued  or forward
commitment basis, in which the transaction price and yield are each fixed at the
time the  commitment  is made,  but payment and delivery  occur at a future date
(typically 15 to 45 days later).

  When purchasing  securities on a when-issued or forward  commitment basis, the
fund assumes the rights and risks of ownership, including the risks of price and
yield fluctuations.  Although the fund will make commitments to purchase or sell
securities on a when-issued  or forward  commitment  basis with the intention of
actually  receiving or delivering  them, it may sell the  securities  before the
settlement  date if doing so is  deemed  advisable  as a  matter  of  investment
strategy.

  In purchasing  securities on a when-issued or forward  commitment  basis,  the
fund will establish and maintain until the settlement date a segregated  account
consisting of cash or appropriate  liquid assets including equity securities and
debt securities of any grade in an amount sufficient to meet the purchase price.
When the time comes to pay for the  when-issued  securities,  the fund will meet
its  obligations  with  available  cash,  through  the sale of  securities,  or,
although  it would not  normally  expect to do so, by  selling  the  when-issued
securities  themselves  (which may have a market value  greater or less than the
fund's payment  obligation).  Selling  securities to meet when-issued or forward
commitment obligations may generate taxable capital gains or losses.

CONVERTIBLE SECURITIES

  The fund may buy securities  that are  convertible  into common stock.  Listed
below is a brief description of the various types of convertible  securities the
fund may buy.

  Convertible bonds are issued with lower coupons than  nonconvertible  bonds of
the same  quality  and  maturity,  but they give  holders the option to exchange
their bonds for a specific  number of shares of the company's  common stock at a
predetermined  price.  This  structure  allows the  convertible  bond  holder to
participate in share price movements in the company's  common stock.  The actual
return on a convertible bond may exceed its stated yield if the company's common
stock  appreciates  in value and the option to convert to common shares  becomes
more valuable.

  Convertible  preferred stocks are nonvoting equity securities that pay a fixed
dividend.  These  securities  have a convertible  feature similar to convertible
bonds;  however,  they do not have a maturity  date.  Due to their  fixed-income
features,  convertible  issues  typically  are more  sensitive to interest  rate
changes  than  the  underlying  common  stock.  In  the  event  of  liquidation,
bondholders would have claims on company assets senior to those of stockholders;
preferred stockholders would have claims senior to those of common stockholders.

  Warrants  entitle the holder to buy the issuer's stock at a specific price for
a  specific  period of time.  The price of a warrant  tends to be more  volatile
than, and does not always track, the price of its underlying stock. Warrants are
issued with expiration  dates.  Once a warrant  expires,  it has no value in the
market.

FOREIGN SECURITIES

  Although the fund may buy  securities of foreign  issuers in foreign  markets,
most of their foreign  securities  investments  are made by purchasing  American
Depositary  Receipts (ADRs),  "ordinary  shares," or "New York Shares." The fund
may  invest in  foreign-currency-denominated  securities  that  trade in foreign
markets if the manager  believes that such  investments  will be advantageous to
the fund.

  ADRs are dollar-denominated  receipts representing interests in the securities
of a foreign  issuer.  They are issued by U.S.  banks and traded on exchanges or
over the  counter in the United  States.  Ordinary  shares are shares of foreign
issuers  that are traded  abroad  and on a U.S.  exchange.  New York  shares are
shares that a foreign  issuer has  allocated  for trading in the United  States.
ADRs,  ordinary  shares,  and New York shares all may be purchased with and sold
for U.S.  dollars,  which  protects the fund from the foreign  settlement  risks
described below.

  Investing in foreign companies may involve risks not typically associated with
investing in U.S.  companies.  The value of  securities  denominated  in foreign
currencies and of dividends from such securities can change  significantly  when
foreign  currencies  strengthen or weaken relative to the U.S.  dollar.  Foreign
securities  markets  generally  have less trading volume and less liquidity than
U.S. markets, and prices in some foreign markets can be very volatile.

  Many  foreign  countries  lack uniform  accounting  and  disclosure  standards
comparable to those that apply to U.S.  companies,  and it may be more difficult
to obtain reliable information  regarding a foreign issuer's financial condition
and  operations.  In  addition,  the  costs  of  foreign  investing,   including
withholding  taxes,  brokerage  commissions,  and custodial  fees, are generally
higher than for U.S. investments.

  Foreign  markets may offer less  protection  to investors  than U.S.  markets.
Foreign  issuers,  brokers,  and  securities  markets  may be  subject  to  less
governmental  supervision.  Foreign security trading practices,  including those
involving  the  release of assets in advance of payment,  may involve  increased
risks in the event of a failed trade or the  insolvency of a  broker-dealer  and
may involve substantial delays. It may also be difficult to enforce legal rights
in foreign countries.

  Investing  abroad  carries  political and economic  risks  distinct from those
associated  with  investing in the United  States.  Foreign  investments  may be
affected  by actions of foreign  governments  adverse to the  interests  of U.S.
investors,  including the possibility of  expropriation  or  nationalization  of
assets, confiscatory taxation,  restrictions on U.S. investment, or restrictions
on the ability to repatriate  assets or to convert  currency into U.S.  dollars.
There  may be a  greater  possibility  of  default  by  foreign  governments  or
foreign-government-sponsored  enterprises. Investments in foreign countries also
involve a risk of local political,  economic,  or social  instability,  military
action or unrest, or adverse diplomatic developments.

FOREIGN CURRENCY EXCHANGE TRANSACTIONS

  The manager may engage in foreign currency exchange  transactions on behalf of
the fund in order to manage currency risk.  Foreign currencies will be purchased
and sold  regularly,  either in the spot (i.e.,  cash)  market or in the forward
market  (through  forward  foreign  currency  exchange  contracts,  or  "forward
contracts").

  A forward foreign currency  exchange  contract is an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days
agreed upon by the parties, commencing with the date of the contract, at a price
set at the time of the contract.  When the fund agrees to buy or sell a security
denominated in a foreign currency, it may enter into a forward contract to "lock
in" the U.S. dollar price of the security.  By entering into a forward  contract
to buy or sell the amount of foreign currency involved in a security transaction
for a fixed  amount of U.S.  dollars,  the manager can protect the fund  against
possible loss resulting  from adverse  changes in the  relationship  between the
U.S. dollar and the foreign  currency between the date the security is purchased
or sold  and the  date on  which  payment  is  made or  received.  This  type of
transaction is sometimes referred to as a "position hedge."

  However, it should be noted that using forward contracts to protect the fund's
foreign investments from currency  fluctuations does not eliminate  fluctuations
in the prices of the underlying securities themselves.  Forward contracts simply
establish a rate of exchange  that can be achieved at some future point in time.
Additionally,  although forward  contracts tend to minimize the risk of loss due
to a decline in the value of the hedged currency,  they also limit any gain that
might result if the hedged currency's value increases.

  Successful  use of  forward  contracts  depends  on  the  manager's  skill  in
analyzing and predicting currency values.  Although they are used for settlement
purposes,  forward contracts alter the fund's exposure to currency exchange rate
activity and could result in losses to the fund if  currencies do not perform as
the  manager  anticipates.  The fund  may  also  incur  significant  costs  when
converting assets from one currency to another.

  Foreign exchange dealers do not charge fees for currency conversions. Instead,
they realize a profit based on the  difference  (i.e.,  the spread)  between the
prices at which they are buying and  selling  various  currencies.  A dealer may
offer to sell a foreign  currency  at one rate while  simultaneously  offering a
lesser rate of exchange on the purchase of that currency.

  The fund uses forward contracts for currency hedging purposes only and not for
speculative  purposes.  The fund is not required to enter into forward contracts
with  regard  to its  foreign  holdings  and will not do so  unless it is deemed
appropriate by the manager.

  The fund's assets are valued daily in U.S. dollars,  although foreign currency
holdings are not physically converted into U.S. dollars on a daily basis.

DEPOSITARY RECEIPTS

  American  Depositary Receipts and European Depositary Receipts (ADRs and EDRs)
are receipts representing  ownership of shares of a foreign-based issuer held in
trust by a bank or similar  financial  institution.  These are designed for U.S.
and  European  securities  markets  as  alternatives  to  purchasing  underlying
securities in their corresponding national markets and currencies. ADRs and EDRs
can be sponsored or unsponsored.

  Sponsored  ADRs  and  EDRs  are  certificates  in  which a bank  or  financial
institution participates with a custodian.  Issuers of unsponsored ADRs and EDRs
are not contractually  obligated to disclose material  information in the United
States.  Therefore,  there may not be a correlation between such information and
the market value of the unsponsored ADR or EDR.

RESTRICTED SECURITIES

  Restricted  securities  held by the fund  generally  can be sold in  privately
negotiated  transactions,  pursuant to an exemption from registration  under the
Securities Act of 1933, or in a registered public offering.  Where  registration
is required,  the fund may be required to pay all or a part of the  registration
expense,  and a  considerable  period may elapse  between the time it decides to
seek  registration  of the  securities and the time it is permitted to sell them
under an effective  registration  statement.  If,  during this  period,  adverse
market conditions were to develop,  the fund might obtain a less favorable price
than prevailed when it decided to try to register the securities.

SECURITIES LENDING

In order  to  realize  additional  income,  the  fund  may  lend  its  portfolio
securities.  Such loans may not exceed one-third of the fund's net assets valued
at market except (i) through the purchase of debt  securities in accordance with
its  investment  objective,  policies  and  limitations,  or (ii) by engaging in
repurchase agreements with respect to portfolio securities.

PUT OPTIONS ON INDIVIDUAL SECURITIES

  The fund may buy puts  with  respect  to  stocks  underlying  its  convertible
security  holdings.  For example,  if the manager  anticipates  a decline in the
price of the stock  underlying a  convertible  security  the fund holds,  it may
purchase a put option on the stock. If the stock price subsequently declines, an
increase  in the value of the put option  could be  expected  to offset all or a
portion of the  effect of the  stock's  decline on the value of the  convertible
security.

FUTURES AND OPTIONS TRANSACTIONS

  FUTURES  TRANSACTIONS.  The fund may  engage  in  futures  transactions.  Such
transactions  may be  used to  maintain  cash  reserves  while  remaining  fully
invested,  to facilitate  trading,  to reduce  transaction  costs,  or to pursue
higher  investment  returns when a futures contract is priced more  attractively
than its underlying security or index.

  Futures  contracts  provide for the sale by one party and  purchase by another
party of a specific  security  at a  specified  future  time and price.  Futures
contracts  are traded on  national  futures  exchanges.  Futures  exchanges  and
trading are regulated under the Commodity  Exchange Act by the Commodity Futures
Trading Commission (CFTC), a U.S. government agency.

  Although futures contracts, by their terms, generally call for actual delivery
or  acceptance  of the  underlying  securities,  in most cases the contracts are
closed out before the settlement date. Closing out a futures position is done by
taking an opposite  position in an identical  contract (i.e.,  buying a contract
that has previously  been sold, or selling a contract that has  previously  been
bought).

  To initiate and maintain  open  positions  in futures  contracts,  the fund is
required to make a good faith margin deposit in cash or  appropriate  securities
with a broker or custodian. A margin deposit is intended to assure completion of
the contract  (delivery or acceptance of the  underlying  security) if it is not
terminated  prior  to  the  specified  delivery  date.  Minimum  initial  margin
requirements  are  established by the futures  exchanges and may be revised.  In
addition,  brokers may establish  deposit  requirements that are higher than the
exchange minimums.

  After a futures  contract  position  is opened,  the value of the  contract is
marked to market daily. If the futures contract price changes to the extent that
the margin on deposit does not satisfy margin requirements,  the contract holder
is required to pay an additional "variation" margin. Conversely,  changes in the
contract  value may reduce the  required  margin,  resulting  in a repayment  of
excess margin to the contract  holder.  Variation margin payments are made to or
from  the  futures  broker  as  long as the  contract  remains  open  and do not
constitute margin transactions for purposes of a fund's investment restrictions.

  Those  who  trade  futures  contracts  may be  broadly  classified  as  either
"hedgers" or "speculators."  Hedgers use the futures markets primarily to offset
unfavorable  changes in the value of  securities  they hold or expect to acquire
for  investment  purposes.  Speculators  are less  likely to own the  securities
underlying  the futures  contracts they trade and are more likely to use futures
contracts with the  expectation of realizing  profits from  fluctuations  in the
prices of the underlying securities. The fund will not utilize futures contracts
for speculative purposes.

  Although  techniques  other  than  trading  futures  contracts  can be used to
control the fund's exposure to market fluctuations, the use of futures contracts
may be a more  effective  means of hedging  this  exposure.  While the fund pays
brokerage  commissions  in  connection  with  opening  and  closing  out futures
positions,  these costs are generally lower than the transaction  costs incurred
in the purchase and sale of the underlying securities.

  PURCHASING PUT AND CALL OPTIONS.  By purchasing a put option, the fund obtains
the right (but not the obligation) to sell the option's underlying instrument at
a fixed  "strike"  price.  In return for this  right,  the fund pays the current
market price for the option (known as the option premium).  Options have various
types of  underlying  instruments,  including  specific  securities,  indexes of
securities prices, and futures contracts. The fund may terminate its position in
a put option it has  purchased  by  allowing it to expire or by  exercising  the
option.  If the  option is  allowed  to  expire,  the fund will lose the  entire
premium it paid. If the fund exercises the option,  it completes the sale of the
underlying  instrument  at the strike price.  The fund may also  terminate a put
option  position by closing it out in the secondary  market at its current price
if a liquid secondary market exists.

  The buyer of a typical  put option  can  expect to realize a gain if  security
prices fall substantially.  However,  if the underlying  instrument's price does
not fall enough to offset the cost of  purchasing  the  option,  a put buyer can
expect to suffer a loss (limited to the amount of the premium paid, plus related
transaction costs).

  The features of call options are essentially the same as those of put options,
except that the purchaser of a call option obtains the right to purchase, rather
than sell, the underlying  instrument at the option's strike price. A call buyer
typically attempts to participate in potential price increases of the underlying
instrument  with risk limited to the cost of the option if security prices fall.
At the same time,  the buyer can expect to suffer a loss if  security  prices do
not rise sufficiently to offset the cost of the option.

  WRITING PUT AND CALL  OPTIONS.  If the fund writes a put option,  it takes the
opposite  side of the  transaction  from the option's  purchaser.  In return for
receipt of the premium,  the fund assumes the obligation to pay the strike price
for the option's  underlying  instrument  if the other party chooses to exercise
the  option.  When  writing  an option on a futures  contract,  the fund will be
required to make margin payments to a broker or custodian as described above for
futures  contracts.  The fund may seek to terminate its position in a put option
before it is exercised by closing out the option in the secondary  market at its
current price.  If the secondary  market is not liquid for a put option the fund
has written,  however,  the fund must  continue to be prepared to pay the strike
price while the option is  outstanding,  regardless of price  changes,  and must
continue to set aside assets to cover its position.

  If  security  prices  rise,  a put writer  would  generally  expect to profit,
although  the gain would be limited to the amount of the  premium  received.  If
security  prices  remain the same over time,  it is likely  that the writer also
will profit by being able to close out the option at a lower price.  If security
prices fall,  the put writer would expect to suffer a loss.  This loss should be
less than the loss from purchasing the underlying instrument directly,  however,
because the premium  received for writing the option should mitigate the effects
of the decline.

  Writing a call  option  obligates  the fund to sell or  deliver  the  option's
underlying  instrument  in return for the  strike  price  upon  exercise  of the
option.  The  characteristics  of writing  call  options are similar to those of
writing put  options,  except  that  writing  calls  generally  is a  profitable
strategy  if prices  remain  the same or fall.  Through  receipt  of the  option
premium,  a call writer  mitigates the effects of a price  decline.  At the same
time,  because  a call  writer  must  be  prepared  to  deliver  the  underlying
instrument  in return for the strike price even if its current value is greater,
a call writer gives up some ability to participate in security price increases.

  COMBINED  POSITIONS.  The fund may purchase and write  options in  combination
with one another, or in combination with futures or forward contracts,  in order
to adjust the risk and  return  characteristics  of the  overall  position.  For
example,  the fund may purchase a put option and write a call option on the same
underlying  instrument in order to construct a combined  position whose risk and
return  characteristics  are  similar  to  selling a futures  contract.  Another
possible  combined  position  would involve  writing a call option at one strike
price and buying a call  option at a lower  price in order to reduce the risk of
the written call option in the event of a substantial  price  increase.  Because
combined  options  positions  involve  multiple  trades,  they  result in higher
transaction costs and may be more difficult to open and close out.

  OVER-THE-COUNTER   OPTIONS.   Unlike   exchange-traded   options,   which  are
standardized  with  respect  to  the  underlying  instrument,  expiration  date,
contract size,  and strike price,  the terms of  over-the-counter  (OTC) options
(options not traded on exchanges)  generally are established through negotiation
with the other  party to the option  contract.  While  this type of  arrangement
allows the fund greater  flexibility  in  tailoring an option to its needs,  OTC
options  generally  involve  greater credit risk than  exchange-traded  options,
which are guaranteed by the clearing  organizations  of the exchanges where they
are traded.  The risk of  illiquidity  is also greater with OTC options  because
these  options  generally can be closed out only by  negotiation  with the other
party to the option.

  OPTIONS ON FUTURES.  By purchasing an option on a futures  contract,  the fund
obtains the right,  but not the obligation,  to sell the futures contract (a put
option) or to buy the contract (a call option) at a fixed  "strike"  price.  The
fund can  terminate  its position in a put option by allowing it to expire or by
exercising the option.  If the option is exercised,  the fund completes the sale
of the  underlying  security  at the  strike  price.  Purchasing  an option on a
futures  contract does not require the fund to make margin  payments  unless the
option is exercised.

  CORRELATION OF PRICE CHANGES.  Price changes of the fund's futures and options
positions  may  not  be  well   correlated  with  price  changes  of  its  other
investments.  This may be because of differences  between the underlying indexes
and the types of securities in which the fund invests.  For example, if the fund
sold a  broad-based  index  futures  contract  to hedge  against a stock  market
decline  while  completing  sales  of  specific  securities  in  its  investment
portfolio, the prices of the securities could move in a different direction than
the broad market index represented by the index futures contract. In the case of
an S&P 500 futures  contract  purchased by the fund,  either in  anticipation of
stock purchases or in an effort to be fully invested, failure of the contract to
track the index  accurately  could hinder the fund from achieving its investment
objective.

  Options  and  futures  prices  can  also  diverge  from  the  prices  of their
underlying  instruments  even if the  underlying  instruments  match the  fund's
investments.  Options and futures prices are affected by factors such as current
and  anticipated  short-term  interest  rates,  changes  in  volatility  of  the
underlying instrument,  and the time remaining until expiration of the contract;
these factors may not affect security prices the same way. Imperfect correlation
also may result  from  differing  levels of demand in the  options  and  futures
markets and the securities  markets,  from structural  differences in how option
and futures and  securities  are traded,  or from the  imposition of daily price
fluctuation  limits or trading halts.  The fund may purchase or sell options and
futures  contracts  with a greater or lesser value than the securities it wishes
to hedge or intends to purchase in an effort to compensate  for  differences  in
volatility  between the contract and the securities,  although this strategy may
not be  successful  in all cases.  If price  changes  in the  fund's  options or
futures  positions  are  poorly  correlated  with  its  other  investments,  the
positions may fail to produce anticipated gains or result in losses that are not
offset by gains in other investments.

  LIQUIDITY OF FUTURES  CONTRACTS  AND  OPTIONS.  Futures and options have risks
associated  with  their  use:  possible  default  by  the  other  party  to  the
transaction;  illiquidity;  and, to the extent the manager's  interpretation  of
certain  market  movements  is  incorrect,   the  risk  that  the  use  of  such
transactions  could  result in losses  greater  than if they had not been  used.
Losses resulting from the use of these transactions would reduce net asset value
and possibly income.

There is no assurance a liquid  secondary  market will exist for any  particular
futures contract or option at any particular  time.  Options may have relatively
low trading  volume and  liquidity if their  strike  prices are not close to the
underlying  instrument's  current  price.  In addition,  exchanges may establish
daily price  fluctuation  limits for futures  contracts and options and may halt
trading if a contract's  price moves upward or downward more than the limit in a
given day. On volatile trading days when the price  fluctuation limit is reached
or a trading halt is imposed,  it may be  impossible  for the fund to enter into
new positions or close out existing  positions.  If the  secondary  market for a
contract  were not liquid  because  of price  fluctuation  limits or  otherwise,
prompt  liquidation of unfavorable  positions  could be difficult or impossible,
and the fund could be required to continue  holding a position until delivery or
expiration regardless of changes in value. Under these circumstances, the fund's
access to assets held to cover its futures and options  positions  also could be
impaired.

  RESTRICTIONS ON THE USE OF FUTURES CONTRACTS AND OPTION.  The fund has filed a
notice of eligibility for exclusion as a "commodity pool operator" with the CFTC
and the National  Futures  Association,  which regulates  trading in the futures
markets. The fund intend to comply with Section 4.5 of the regulations under the
Commodity  Exchange  Act,  which  limits the extent to which the fund can commit
assets to initial margin deposits and options premiums.

  The fund may enter  into  futures  contracts,  options,  or options on futures
contracts,  provided  that such  obligations  represent  no more than 20% of the
fund's net assets.  Under the  Commodity  Exchange  Act, the fund may enter into
futures and options  transactions  for hedging  purposes  without  regard to the
percentage  of assets  committed to initial  margin and option  premiums and for
other than hedging purposes provided that assets committed to initial margin and
option  premiums  do not  exceed 5% of the  fund's  net  assets.  To the  extent
required by law, the fund will set aside cash and appropriate liquid assets in a
segregated  account to cover its  obligations  related to futures  contracts and
options.

  The fund intends to comply with tax rules  applicable to regulated  investment
companies.

  FUTURES AND OPTIONS RELATING TO FOREIGN CURRENCIES.  The fund may purchase and
sell  currency  futures and purchase and write  currency  options to increase or
decrease  its  exposure  to  different  foreign  currencies.  The  fund may also
purchase  and write  currency  options  in  conjunction  with each other or with
currency futures or forward contracts.

  Currency futures contracts are similar to forward currency exchange contracts,
except that they are traded on exchanges (and have margin requirements) and have
standard contract sizes and delivery dates. Most currency futures contracts call
for payment or delivery in U.S. dollars. The underlying instrument of a currency
option may be a foreign  currency,  which generally is purchased or delivered in
exchange for U.S. dollars,  although it may be a futures contract. The purchaser
of a currency call obtains the right to purchase the  underlying  currency,  and
the  purchaser  of a  currency  put  obtains  the  right to sell the  underlying
currency.

  The uses and risks of  currency  futures  and  options are similar to those of
futures and options  relating to  securities  or indexes,  as  described  above.
Currency  futures and option  values can be expected to correlate  with exchange
rates,  but may not reflect  other  factors  that affect the value of the fund's
investments.  A currency  hedge,  for example,  should  protect a  deutsche-mark
denominated  security  from a  decline  in the  deutsche  mark,  but it will not
protect the fund against a price decline  resulting from a deterioration  in the
issuer's    creditworthiness.     Because    the    value    of    the    fund's
foreign-currency-denominated investments will change in response to many factors
other  than  exchange  rates,  it may not be  possible  to match  the  amount of
currency options and futures to the value of the fund's foreign investments over
time.

INVESTMENT RESTRICTIONS

  The fund's  investment  restrictions  are set forth  below.  These  investment
restrictions  are  fundamental  and may not be  changed  without  approval  of a
majority of the outstanding  votes of shareholders of the fund, as determined in
accordance with the Investment Company Act.

  AS A FUNDAMENTAL POLICY, THE FUND SHALL NOT:

 1) issue  senior  securities,  except as permitted under the Investment Company
Act of 1940.

 2)  borrow  money,  except  that the fund may  borrow  money for  temporary  or
emergency purposes (not for leveraging or investment) in an amount not exceeding
33-1/3%  of the  fund's  total  assets  (including  the  amount  borrowed)  less
liabilities (other than borrowings).

 3) lend any security or make any other loan if, as a result,  more than 33-1/3%
of the fund's total assets would be lent to other parties,  except,  (i) through
the purchase of debt  securities in accordance  with its  investment  objective,
policies and  limitations,  or (ii) by engaging in  repurchase  agreements  with
respect to portfolio securities.

 4) purchase or sell real estate  unless  acquired as a result of  ownership  of
securities  or other  instruments.  This policy  shall not prevent the fund from
investment  in  securities  or  other  instruments  backed  by  real  estate  or
securities  of  companies  that deal in real  estate or are  engaged in the real
estate business.

 5)  concentrate  its  investments  in  securities  of issuers  in a  particular
industry (other than securities  issued or guaranteed by the U.S.  government or
any of its agencies or instrumentalities).

 6) act as an underwriter of securities  issued by others,  except to the extent
that the  fund may be  considered  an  underwriter  within  the  meaning  of the
Securities Act of 1933 in the disposition of restricted securities.

 7)  purchase  or sell  physical  commodities  unless  acquired  as a result  of
ownership of securities  or other  instruments;  provided  that this  limitation
shall not  prohibit  the fund from  purchasing  or selling  options  and futures
contracts  or from  investing  in  securities  or other  instruments  backed  by
physical commodities.

 8) invest for purposes of exercising control over management.

  In  addition,  the fund is  subject  to the  following  additional  investment
restrictions  which  are not  fundamental  and may be  changed  by the  Board of
Directors.

  AS AN OPERATING POLICY, THE FUND:

 a) shall not purchase additional investment securities at any time during which
outstanding borrowings exceed 5% of the total assets of the fund.

 b) shall not purchase any security or enter into a repurchase  agreement if, as
a result,  more  than 15% of its net  assets  would be  invested  in  repurchase
agreements not entitling the holder to payment of principal and interest  within
seven days and in securities that are illiquid by virtue of legal or contractual
restrictions on resale or the absence of a readily available market.

 c) shall not sell securities  short,  unless it owns or has the right to obtain
securities  equivalent  in kind and amount to the  securities  sold  short,  and
provided  that  transaction  in futures  contracts and options are not deemed to
constitute selling securities short.

 d) shall not  purchase  securities  on margin,  except that the fund may obtain
such short-term credits as are necessary for the clearance of transactions,  and
provided that margin payments in connection  with futures  contracts and options
on futures contracts shall not constitute purchasing securities on margin.

  The fund shall not  purchase any  securities  which would cause 25% or more of
the value of the fund's  total  assets at the time of purchase to be invested in
the  securities  of one or more  issuers  conducting  their  principal  business
activities in the same industry,  provided that (a) there is no limitation  with
respect to obligations issued or guaranteed by the U.S.  government,  any state,
territory or possession of the Unites States, the District of Columbia or any of
their authorities,  agencies,  instrumentalities  or political  subdivisions and
repurchase  agreements  secured by such  instruments,  (b) wholly-owned  finance
companies  will be considered to be in the  industries of their parents if their
activities are primarily related to financing the activities of the parents, (c)
utilities will be divided  according to their  services,  for example,  gas, gas
transmission, electric and gas, electric and telephone will each be considered a
separate  industry,  and (d) personal credit and business credit businesses will
be considered industries.

  Unless   otherwise   indicated,   percentage   limitations   included  in  the
restrictions apply at the time transactions are entered into.  Accordingly,  any
later  increase or decrease  beyond the specified  limitation  resulting  from a
change in the fund's net assets will not be considered in determining whether it
has complied with its investment restrictions.

PORTFOLIO TURNOVER

  The manager will purchase and sell securities  without regard to the length of
time the  security  has been held.  Accordingly,  the fund's  rate of  portfolio
turnover may be substantial.

  The fund intends to purchase a given security whenever the manager believes it
will  contribute  to the stated  objective of the fund.  In order to achieve the
fund's investment  objective,  the manager will sell a given security, no matter
for how long or for how short a period it has been held in the portfolio, and no
matter whether the sale is at a gain or at a loss, if the manager  believes that
the security is not fulfilling its purpose,  either because, among other things,
it did not  live  up to the  manager's  expectations,  it may be  replaced  with
another security holding greater promise,  it has reached its optimum potential,
there was a change in the  circumstances of a particular  company or industry or
in general economic conditions, or because of some combination of such reasons.

  When a  general  decline  in  security  prices  is  anticipated,  the fund may
decrease  or  eliminate  entirely  its equity  position  and  increase  its cash
position, and when a rise in price levels is anticipated,  the fund may increase
its equity  position  and  decrease  its cash  position.  However,  it should be
expected that the fund will,  under most  circumstances,  be  essentially  fully
invested in equity securities.

  Since  investment  decisions are based on the anticipated  contribution of the
security in question to the fund's  objectives,  the manager  believes  that the
rate of portfolio  turnover is irrelevant  when it believes a change is in order
to achieve  those  objectives,  and the fund's  annual  portfolio  turnover rate
cannot be anticipated and may be comparatively  high. This disclosure  regarding
portfolio  turnover is a statement of fundamental policy and may be changed only
by a vote of the shareholders.

  Since the manager does not take portfolio turnover rate into account in making
investment  decisions,  (1) the manager has no  intention of  accomplishing  any
particular  rate  of  portfolio  turnover,  whether  high  or  low,  and (2) the
portfolio   turnover   rates  in  the  past  should  not  be   considered  as  a
representation of the rates that will be attained in the future.

PERFORMANCE ADVERTISING

  The fund  may  quote  performance  in  various  ways.  Historical  performance
information  will be used in advertising and sales  literature and should not be
considered an indication of future results.

  Yield quotations are based on the investment  income per share earned during a
particular  30-day  period,   less  expenses  accrued  during  the  period  (net
investment income),  and are computed by dividing a fund's net investment income
by its share price on the last day of the  period,  according  to the  following
formula:

  YIELD = 2 [(a - b + 1)(6) - 1]
        -----
         cd

where a = dividends and interest earned during the period,  b = expenses accrued
for the period (net of  reimbursements),  c = the average daily number of shares
outstanding during the period that were entitled to receive  dividends,  and d =
the maximum offering price per share on the last day of the period.

  Total returns quoted in advertising and sales  literature  reflect all aspects
of the fund's return,  including the effect of reinvesting dividends and capital
gain  distributions  and any  change in the fund's  net asset  value  during the
period.

  Average  annual total  returns are  calculated  by  determining  the growth or
decline  in value of a  hypothetical  historical  investment  in the fund over a
stated period and then calculating the annually compounded  percentage rate that
would have  produced  the same  result if the rate of growth or decline in value
had been constant  throughout the period. For example, a cumulative total return
of 100% over 10 years would  produce an average  annual  total  return of 7.18%,
which is the steady annual rate that would result in 100% growth on a compounded
basis in 10 years.  While average annual total returns are a convenient means of
comparing  investment  alternatives,  investors  should  realize  that a  fund's
performance  is not constant over time but changes from  year-to-year,  and that
average  annual  returns  represent   averaged  figures  as  opposed  to  actual
year-to-year performance.

  In addition to average annual total returns,  the fund may quote unaveraged or
cumulative total returns  reflecting the simple change in value of an investment
over a stated period.  Average annual and cumulative total returns may be quoted
as a  percentage  or as a  dollar  amount  and may be  calculated  for a  single
investment,  a series of investments,  or a series of redemptions  over any time
period.  Total  returns may be broken down into their  components  of income and
capital  (including  capital  gains  and  changes  in share  price)  in order to
illustrate the  relationship of these factors and their  contributions  to total
return.

  The fund's  performance  may be compared with the  performance of other mutual
funds  tracked by mutual  fund rating  services or with other  indexes of market
performance.  This may  include  comparisons  with funds that,  unlike  American
Century funds,  are sold with a sales charge or deferred sales charge.  Economic
data that may be used for such comparisons may include,  but are not limited to:
U.S.  Treasury  bill,  note,  and bond yields,  money  market fund yields,  U.S.
government  debt and percentage held by foreigners,  the U.S. money supply,  net
free reserves, and yields on current-coupon GNMAs (source: Board of Governors of
the Federal  Reserve  System);  the federal  funds and discount  rates  (source:
Federal Reserve Bank of New York); yield curves for U.S. Treasury securities and
AA/AAA-rated corporate securities (source:  Bloomberg Financial Markets);  yield
curves for AAA-rated tax-free municipal  securities  (source:  Telerate);  yield
curves for foreign government  securities (sources:  Bloomberg Financial Markets
and Data Resources,  Inc.); total returns on foreign bonds (source:  J.P. Morgan
Securities Inc.);  various U.S. and foreign  government  reports;  the junk bond
market (source: Data Resources,  Inc.); the CRB Futures Index (source: Commodity
Index  Report);  the price of gold  (sources:  London  am/pm fixing and New York
Comex Spot Price);  rankings of any mutual fund or mutual fund category  tracked
by Lipper Analytical Services,  Inc. or Morningstar,  Inc.; mutual fund rankings
published in major,  nationally  distributed  periodicals;  data provided by the
Investment Company Institute;  Ibbotson  Associates,  Stocks,  Bonds, Bills, and
Inflation; major indexes of stock market performance; and indexes and historical
data supplied by major  securities  brokerage or investment  advisory firms. The
fund may also utilize reprints from newspapers and magazines  furnished by third
parties to illustrate historical performance.

  Indexes  may assume  reinvestment  of  dividends,  but  generally  they do not
reflect  administrative  and management costs such as those incurred by a mutual
fund.

  Occasionally  statistics  may be used to illustrate  fund  volatility or risk.
Measures  of  volatility  or risk  generally  are used to compare the fund's net
asset value or  performance  to a market  index.  One measure of  volatility  is
"beta."  Beta  expresses  fund  volatility  relative  to  the  total  market  as
represented  by the S&P  500.  A beta of more  than  1.00  indicates  volatility
greater than the market, and a beta of less than 1.00 indicates  volatility less
than the market.  Another measure of volatility or risk is "standard deviation."
Standard  deviation is used to measure  variability  of net asset value or total
return  relative to an average over a specified  period of time.  The premise is
that greater  volatility  connotes  greater risk  undertaken to achieve  desired
performance.

  Pursuant to the Multiple  Class Plan,  the  corporation  may issue  additional
classes of existing funds or introduce new funds with multiple classes available
for  purchase.  To the  extent a new  class is added to an  existing  fund,  the
manager may, in compliance with SEC and NASD rules,  regulations and guidelines,
market the new class of shares using the historical  performance  information of
the original class of shares. When quoting  performance  information for the new
class of shares for periods prior to the first full quarter after inception, the
original class'  performance will be restated to reflect the expenses of the new
class.  For  periods  after the  first  full  quarter  after  inception,  actual
performance of the new class will be used.


CAPITAL STOCK

  The fund's  capital  stock is  described in the  Prospectus  under the heading
"Further Information About American Century."

  The corporation currently has six series of shares. American Century Small Cap
Quantitative Fund is described in this Statement of Additional Information.  The
corporation  may in the future issue one or more additional  shares.  The assets
belonging to each series or class of shares are held separately by the custodian
and the shares of each series or class  represent a  beneficial  interest in the
principal,  earnings and profit (or losses) of investment  and other assets held
for each  series or class.  Your  rights as a  shareholder  are the same for all
series or class of securities unless otherwise  stated.  Within their respective
series or class,  all shares have equal  redemption  rights.  Each  share,  when
issued, is fully paid and non-assessable.  Each share, irrespective of series or
class, is entitled to one vote for each dollar of net asset value represented by
such share on all questions.

  In the event of complete liquidation or dissolution of the fund,  shareholders
of each series or class of shares shall be entitled to receive, pro rata, all of
the assets less the liabilities of that series or class.


CUSTODIAN

  Chase Manhattan Bank, 4 Chase Metrotech Center,  Brooklyn,  New York 11245 and
Commerce  Bank,  N.A.,  1000  Walnut,  Kansas  City,  Missouri  64106  serve  as
custodians  of the fund's  assets.  Services  provided  by the  custodian  banks
include (i)  settling  portfolio  purchases  and sales,  (ii)  reporting  failed
trades,  (iii) identifying and collecting  portfolio income,  and (iv) providing
safekeeping of securities. The custodians take no part in determining the fund's
investment  policies or in determining which securities are sold or purchased by
the fund.

INDEPENDENT AUDITORS

  Coopers & Lybrand LLP, City Center Square, 1100 Main Street, Suite 900, Kansas
City,  Missouri  64105-2140,  serves as the independent  auditors to examine the
financial statements of the fund. As independent auditors of the fund, Coopers &
Lybrand  provides   services   including  (1)  audit  of  the  annual  financial
statements,  (2) assistance and  consultation in connection with SEC filings and
(3) review of the annual federal income tax return filed for the fund.


MULTIPLE CLASS STRUCTURE

  The fund's Board of Directors has adopted a multiple  class plan (the Multiple
Class Plan)  pursuant to Rule 18f-3  adopted by the SEC.  Pursuant to such plan,
the fund may issue up to three classes:  an Investor Class, an Advisor Class and
an Institutional Class. Not all funds offer all three classes.

  The Investor Class is made  available to investors  directly by the investment
manager through Funds Distributor,  Inc., the fund's  distributor,  for a single
unified  management fee, without any load or commission.  The  Institutional and
Advisor  Classes are made  available to  institutional  shareholders  or through
financial  intermediaries  that do not require the same level of shareholder and
administrative  services from the manager as Investor Class  shareholders.  As a
result,  the manager is able to charge these classes a lower unified  management
fee. In addition to the management  fee,  however,  the Advisor Class shares are
subject  to a Master  Distribution  and  Shareholder  Services  Plan  (described
below).  The plan has been adopted by the fund's Board of Directors  and initial
shareholder  in  accordance  with  Rule  12b-1  adopted  by the  SEC  under  the
Investment Company Act.

RULE 12B-1

  Rule 12b-1 permits an investment  company to pay expenses  associated with the
distribution  of its shares in accordance  with a plan adopted by the investment
company's Board of Directors and approved by its shareholders.  Pursuant to such
rule, the Board of Directors and initial shareholder of the fund's Advisor Class
have approved and entered into a Master  Distribution  and Shareholder  Services
Plan, with respect to the Advisor Class (the Plan) which is described below.

  In adopting the Plan, the Board of Directors [including a majority who are not
"interested  persons" of the fund (as defined in the  Investment  Company  Act),
hereafter referred to as the "independent  directors"] determined that there was
a  reasonable   likelihood  that  the  Plan  would  benefit  the  fund  and  the
shareholders of the affected  class.  Pursuant to Rule 12b-1,  information  with
respect to revenues  and  expenses  under the Plan is  presented to the Board of
Directors  quarterly for its  consideration in connection with its deliberations
as to the  continuance of the Plan.  Continuance of the Plan must be approved by
the Board of  Directors  (including  a majority  of the  independent  directors)
annually. The Plan may be amended by a vote of the Board of Directors (including
a  majority  of the  independent  directors),  except  that  the Plan may not be
amended to materially  increase the amount to be spent for distribution  without
majority approval of the shareholders of the affected class. The Plan terminates
automatically in the event of an assignment and may be terminated upon a vote of
the  majority  of the  independent  directors  or by vote of a  majority  of the
outstanding voting securities of the affected class.

  All fees paid under the Plan will be made in accordance with Section 26 of the
Rules of Fair Practice of the National Association of Securities Dealers (NASD).

MASTER DISTRIBUTION AND SHAREHOLDER SERVICES PLAN

  As described in the  Prospectus,  the fund's  Advisor  Class of shares is made
available to participants in employer-sponsored  retirement or savings plans and
to  persons  purchasing  through  financial   intermediaries,   such  as  banks,
broker-dealers  and insurance  companies.  The Distributor enters into contracts
with various  banks,  broker-dealers,  insurance  companies and other  financial
intermediaries  with respect to the sale of the fund's  shares and/or the use of
the fund's shares in various  investment  products or in connection with various
financial services.

  Certain  recordkeeping  and  administrative  services that are provided by the
fund's transfer agent for the Investor Class  shareholders may be performed by a
plan sponsor (or its agents) or by a financial  intermediary for shareholders in
the Advisor Class.  In addition to such services,  the financial  intermediaries
provide various distribution services.

  To enable  the  fund's  shares to be made  available  through  such  plans and
financial  intermediaries,  and to compensate them for such services, the fund's
investment  manager  has  reduced  its  management  fee by 0.25% per annum  with
respect  to the  Advisor  Class  shares and the fund's  Board of  Directors  has
adopted a Master  Distribution and Shareholder  Services Plan (the  Distribution
Plan). Pursuant to such Plan, the Advisor Class shares pay the Distributor a fee
of 0.50%  annually of the aggregate  average daily assets of the fund's  Advisor
Class  shares,  0.25% of which is paid for  Shareholder  Services (as  described
above) and 0.25% of which is paid for distribution services.

  Distribution services include any activity undertaken or expense incurred that
is  primarily  intended  to result in the sale of Advisor  Class  shares,  which
services  may  include  but  are  not  limited  to,  (a) the  payment  of  sales
commission,   ongoing  commissions  and  other  payments  to  brokers,  dealers,
financial  institutions  or others who sell  Advisor  Class  shares  pursuant to
Selling  Agreements;  (b)  compensation to registered  representatives  or other
employees of  Distributor  who engage in or support  distribution  of the fund's
Advisor Class shares; (c) compensation to, and expenses  (including overhead and
telephone  expenses)  of the  Distributor;  (d) the  printing  of  prospectuses,
statements  of  additional  information  and  reports  for other  than  existing
shareholders; (e) the preparation, printing and distribution of sales literature
and advertising  materials  provided to the fund's  shareholders and prospective
shareholders;  (f)  receiving  and  answering  correspondence  from  prospective
shareholders,  including  distributing  prospectuses,  statements  of additional
information,  and shareholder reports; (g) the providing of facilities to answer
questions  from  prospective  investors  about fund shares;  (h) complying  with
federal and state  securities  laws  pertaining to the sale of fund shares;  (i)
assisting  investors in completing  application forms and selecting dividend and
other  account  options;  (j) the  providing of other  reasonable  assistance in
connection  with  the  distribution  of  fund  shares;  (k) the  organizing  and
conducting  of  sales  seminars  and  payments  in  the  form  of  transactional
compensation  or promotional  incentives;  (l) profit on the foregoing;  (m) the
payment of "service fees" for the provision of personal,  continuing services to
investors,  as  contemplated  by the Rules of Fair  Practice of the NASD and (n)
such other distribution and services activities as the manager determines may be
paid for by the fund  pursuant  to the  terms  of the  Distribution  Plan and in
accordance with Rule 12b-1 of the Investment Company Act.

BROKERAGE

Under the management agreement between the fund and the manager, the manager has
the responsibility of selecting brokers to execute portfolio  transactions.  The
fund's policy is to secure the most favorable  prices and execution of orders on
its portfolio transactions.  So long as that policy is met, the manager may take
into consideration the factors discussed below when selecting brokers.

The manager receives statistical and other information and services without cost
from brokers and dealers.  The manager  evaluates such information and services,
together  with all  other  information  that it may  have,  in  supervising  and
managing the investments of the fund.  Because such information and services may
vary in amount,  quality and reliability,  their influence in selecting  brokers
varies from none to very substantial.  The manager proposes to continue to place
some of the fund's  brokerage  business  with one or more  brokers  who  provide
information and services.  Such  information and services will be in addition to
and not in lieu of services required to be performed by the manager. The manager
does not utilize  brokers  that provide  such  information  and services for the
purpose of reducing the expense of providing required services to the fund.

    The  brokerage  commissions  paid by the fund may exceed those which another
broker might have charged for  effecting the same  transactions,  because of the
value of the brokerage and research  services  provided by the broker.  Research
services   furnished  by  brokers  through  whom  the  fund  effects  securities
transactions  may be used by the manager in servicing all of its  accounts,  and
not all such  services may be used by the manager in managing the  portfolios of
the fund.

    The  staff of the SEC has  expressed  the  view  that  the  best  price  and
execution  of  over-the-counter  transactions  in  portfolio  securities  may be
secured by dealing directly with principal  market makers,  thereby avoiding the
payment of compensation to another broker. In certain  situations,  the officers
of the fund and the manager  believe that the facilities,  expert  personnel and
technological  systems of a broker often enable the fund to secure as good a net
price by dealing with a broker instead of a principal  market maker,  even after
payment  of the  compensation  to the  broker.  The  fund  regularly  place  its
over-the-counter transactions with principal market makers, but also may deal on
a brokerage basis when utilizing electronic trading networks or as circumstances
warrant.

OFFICERS AND DIRECTORS

    The principal officers and directors of the corporation,  their ages (listed
in parentheses),  principal business  experience during the past five years, and
their  affiliation  with  the  fund's  investment   manager,   American  Century
Investment  Management,  Inc. and its transfer agent,  American Century Services
Corporation,  are listed  below.  The address at which each director and officer
listed below may be contacted, with the exception of Messrs. Stowers III, Lyons,
Looby, May, Leach and Zindel and Ms. Roepke,  is 1665 Charleston Road,  Mountain
View,  California 94043. The address of Messrs.  Stowers III, Lyons, Looby, May,
Leach and Zindel and Ms. Roepke is American  Century,  4500 Main Street,  Kansas
City,  Missouri 64111.  All persons named as officers for the  corporation  also
serve in  similar  capacities  for other  fund  advised  by the  manager.  Those
directors that are "interested  persons"as defined in the Investment Company Act
of 1940 are indicated by an asterisk (*).

  *William  M. Lyons  (42),  Director  (1998).  Mr.  Lyons is  President,  Chief
Operating  Officer and General  Counsel of ACC;  Executive  Vice  President  and
General  Counsel of ASC and ACIS;  Assistant  Secretary of ACC; and Secretary of
ACS and ACIS.

  *James E.  Stowers  III (39),  Chairman  of the Board of  Director  (1998) and
Trustee/Director (1995). Mr. Stowers III is Chief Executive Officer and Director
of ACC; Chief Executive Officer and Director of ACS and ACIS.

  Albert A. Eisenstat (67),  Director  (1995).  Mr.  Eisenstat is an independent
Director of each of Commercial  Metals Co.  (1982),  Sungard Data Systems (1991)
and  Business  Objects S/A (1994).  Previously,  he served as Vice  President of
Corporate  Development  and Corporate  Secretary of Apple Computer and served on
its Board of Directors (1985 to 1993).

  Ronald J. Gilson,  (51),  Director (1995). Mr. Gilson is the Charles J. Meyers
Professor of Law and Business at Stanford Law School (1979) and the Mark and Eva
Stern Professor of Law and Business at Columbia  University School of Law(1992).
He is counsel to Marron, Ried & Sheehy (a San Francisco law firm, 1984).

  Myron S. Scholes (56), Director (1988). Mr. Scholes was awarded the 1997 Nobel
Memorial  Prize in  Economic  Sciences  for his role in the  development  of the
Black-Scholes  option  pricing  model.Mr.  Scholes is a principal  of  Long-Term
Capital  Management (1993). He is also Frank E. Buck Professor of Finance at the
Stanford  Graduate  School of Business  (1983),  a Director of Dimensional  Fund
Advisors  (1982) and the Smith Breeden Family of Funds (1992).  From August 1991
to June 1993,  Mr.  Scholes  was a Managing  Director of Salomon  Brothers  Inc.
(securities brokerage).

  Kenneth  E.  Scott  (69),  Director  (1988).  Mr.  Scott is  Ralph M.  Parsons
Professor of Law and  Business at Stanford  Law School  (1972) and a Director of
RCM Capital Management (1994).

  Isaac Stein (51),  Director (1992).  Mr. Stein is former Chairman of the Board
(1990 to 1992) and  Chief  Executive  Officer  (1991 to 1992) of Esprit de Corp.
(clothing  manufacturer).  He is a member  of the Board of  Raychem  Corporation
(electrical equipment,  1993),  President of Waverley Associates,  Inc. (private
investment firm,  1983),  and a Director of ALZA  Corporation  (pharmaceuticals,
1987).  He is also a Trustee  of  Stanford  University  (1994) and  Chairman  of
Stanford Health Services (hospital, 1994).

  Jeanne D. Wohlers (52),  Director (1988).  Ms. Wohlers is a private  investor,
and  an  independent  Director  and  Partner  of  Windy  Hill  Productions,  LP.
Previously,  she served as Vice President and Chief Financial Officer of Sybase,
Inc. (software company, 1988 to 1992).

  Richard W.  Ingram  (42),  President  (1998);  Executive  Vice  President  and
Director of Client Services and Treasury Administration, Funds Distributor, Inc.
(FDI). Mr. Ingram joined FDI in 1995. Prior to joining FDI, Mr. Ingram served as
Vice President and Division Manager of First Data Investor  Services Group, Inc.
(from March 1994 to November 1995) and before that as Vice President,  Assistant
Treasurer and Tax Director-Mutual  Funds of The Boston Company,  Inc. (from 1989
to 1994).

  *Douglas A. Paul (51),  Secretary (1988),  Vice President (1990),  and General
Counsel (1990); Vice President and Associate General Counsel, ACS.

  *Maryanne Roepke (42), CPA, Treasurer (1995) and Vice President (1998); Senior
Vice President and Assistant Treasurer of ACS.

  Christopher  J.  Kelley  (33),  Vice  President  (1998);  Vice  President  and
Associate  General  Counsel of FDI.  Mr.  Kelley  joined  FDI in 1996.  Prior to
joining FDI, Mr. Kelley  served as Assistant  Counsel at Forum  Financial  Group
(from  April 1994 to July  1996) and before  that as a  compliance  officer  for
Putnam Investments (from 1992 to 1994).

  Mary A. Nelson (34),  Vice  President  (1998);  Vice  President and Manager of
Treasury  Services and  Administration  of FDI. Ms.  Nelson  joined FDI in 1995.
Prior to joining FDI, Ms. Nelson served as Assistant  Vice  President and Client
Manager for The Boston Company, Inc. (from 1989 to 1994).

  *Jon Zindel  (30),  Tax Officer  (1997);  Director  of Taxation  (1996);  Vice
President of ACS (1998); Tax Manager, Price Waterhouse LLP (1989).

  *Merele A. May (35), Controller (1996); Vice President of ACS (1998).

  *Robert J. Leach (31), Controller (1996).

  *C. Jean Wade (34), Controller, (1996).


DIRECTOR COMPENSATION FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

                                            Total Compensation
Name                                        From the American Century
Director*                                   Family of Funds**
- --------------------------------------------------------------------------------

Albert A. Eisenstat                         $69,250

Ronald J. Gilson                            $74,000

Myron S. Scholes                            $68,250

Kenneth E. Scott                            $77,000

Ezra Solomon***                             $3,500

Isaac Stein                                 $69,500

Jeanne D. Wohlers                           $72,500
- --------------------------------------------------------------------------------

*  Interested Directors receive no compensation for their services as such.

** Includes  compensation paid by the fifteen  investment company members of the
   American Century family of funds.

***Retired December, 1996.



  As of June 30, 1998,  the fund's  Directors and officers as a group owned less
than 1% of the fund's outstanding shares.

  The  corporation  has adopted  the  American  Century  Mutual  Funds  Deferred
Compensation   Plan  for   Non-Interested   Directors.   Under  the  Plan,   the
non-interested  person directors may defer receipt of all or part of the fees to
be paid to them for serving as directors of the corporation.

  Under the Plan,  all deferred fees are credited to an account  established  in
the name of the directors.  The amounts credited to the account then increase or
decrease,  as the case may be, in accordance with the performance of one or more
of the American  Century  funds that are selected by the  director.  The account
balance  continues  to  fluctuate  in  accordance  with the  performance  of the
selected  fund or funds  until  final  payment of all  amounts  credited  to the
account.  Directors are allowed to change their designation of mutual funds from
time to time.

  No deferred fees are payable until such time as a director resigns, retires or
otherwise ceases to be a member of the Board of Directors. Directors may receive
deferred fee account  balances either in a lump sum payment or in  substantially
equal installment payments to be made over a period not to exceed 10 years. Upon
the death of a director, all remaining deferred fee account balances are paid to
the director's beneficiary or, if none, to the director's estate.

  The  Plan is an  unfunded  plan  and,  accordingly,  American  Century  has no
obligation to segregate  assets to secure or fund the deferred  fees. The rights
of the directors to receive their deferred fee account  balances are the same as
the rights of a general unsecured  creditor of the corporation.  The Plan may be
terminated  at any  time  by  the  administrative  committee  of  the  Plan.  If
terminated, all deferred fee account balances will be paid in a lump sum.

  No deferred  fees were paid to any  director  under the Plan during the fiscal
year ended December 31, 1997.

  Those  directors who are  "interested  persons," as defined in the  Investment
Company Act,  receive no fee as such for serving as a director.  The salaries of
such individuals, who also are officers of the fund, are paid by the manager.

MANAGEMENT

  A description of the responsibilities and method of compensation of the fund's
manager, American Century Investment Management, Inc., appears in the Prospectus
under the caption "Management."

  For the  services  provided to the fund,  the  manager  receives a monthly fee
based on a percentage of the average net assets of the fund.  The annual rate at
which this fee is assessed is determined monthly in a two-step process: First, a
fee rate  schedule  is  applied  to the  assets  of all of the funds in a fund's
investment  category which are managed by the manager (the  Investment  Category
Fee).  Second,  a separate fee rate  schedule is applied to the assets of all of
the fund managed by the manager (the Complex Fee). The  Investment  Category Fee
and the  Complex Fee are then added to  determine  the  unified  management  fee
payable by the fund to the manager.

  The schedule by which the Investment Category Fee is determined is as follows:

Category Assets                           Fee Rate
- -------------------------------------------------------------------------------

First $1 billion                          0.7200%
Next $5 billion                           0.6600%
Next $15 billion                          0.6160%
Next $25 billion                          0.5690%
Next $50 billion                          0.5420%
Next $150 billion                         0.5390%
Thereafter                                0.5380%
- ------------------------------------------------------------------------------

  The Complex Fee Schedule (Investor Class) is as follows:

Category Assets                                     Fee Rate
- ------------------------------------------------------------------------------

First $2.5 billion                                   0.3100%
Next $7.5 billion                                    0.3000%
Next $15.0 billion                                   0.2985%
Next $25.0 billion                                   0.2970%
Next $50.0 billion                                   0.2960%
Next $100.0 billion                                  0.2950%
Next $100.0 billion                                  0.2940%
Next $200.0 billion                                  0.2930%
Next $250.0 billion                                  0.2920%
Next $500.0 billion                                  0.2910%
Thereafter                                           0.2900%
- ------------------------------------------------------------------------------


  The Complex Fee  schedule for the  Institutional  Class is lower by 0.2000% at
each graduated  step. For example,  if the Investor Class Complex Fee is 0.3000%
for the  first $2  billion,  the  Institutional  Class  Complex  Fee is  0.1000%
(0.3000% minus  0.2000%) for the first $2 billion.  The Complex Fee schedule for
the Advisor Class is lower by 0.2500% at each graduated step.

  On the first business day of each month, the fund pays a management fee to the
manager for the previous  month at the specified  rate. The fee for the previous
month  is  calculated  by  multiplying  the  applicable  fee for the fund by the
aggregate  average  daily  closing  value of the fund's  net  assets  during the
previous  month by a fraction,  the  numerator of which is the number of days in
the previous month and the denominator of which is 365 (366 in leap years).

  The  management  agreement  shall  continue in effect until the earlier of the
expiration  of two  years  from the date of its  execution  or until  the  first
meeting of  shareholders  following such execution and for as long thereafter as
its  continuance  is  specifically  approved at least annually by (1) the fund's
Board of  Directors,  or by the vote of a  majority  of  outstanding  votes  (as
defined in the Investment  Company Act) and (2) by the vote of a majority of the
directors of the fund who are not parties to the agreement or interested persons
of the manager,  cast in person at a meeting called for the purpose of voting on
such approval.

  The  management  agreement  provides  that it may be  terminated  at any  time
without payment of any penalty by the fund's Board of Directors, or by a vote of
a  majority  of the  fund's  shareholders,  on 60 days'  written  notice  to the
manager, and that it shall be automatically terminated if it is assigned.

  The management  agreement provides that the manager shall not be liable to the
fund or its shareholders for anything other than willful misfeasance, bad faith,
gross negligence or reckless disregard of its obligations and duties.

  The  management  agreement  also  provides  that the manager and its officers,
directors and employees may engage in other business,  devote time and attention
to any other  business  whether of a similar or  dissimilar  nature,  and render
services to others.

  Certain investments may be appropriate for the fund and also for other clients
advised by the manager.  Investment decisions for the fund and other clients are
made with a view to  achieving  their  respective  investment  objectives  after
consideration  of such factors as their current  holdings,  availability of cash
for  investment,  and the  size of  their  investment  generally.  A  particular
security  may be bought or sold for only one client or series,  or in  different
amounts  and at  different  times for more than one but less than all clients or
series. In addition, purchases or sales of the same security may be made for two
or more clients or series on the same date. Such  transactions will be allocated
among  clients in a manner  believed by the manager to be equitable to each.  In
some cases this procedure could have an adverse effect on the price or amount of
the securities purchased or sold by the fund.

  The manager may  aggregate  purchase and sale orders of the fund with purchase
and sale  orders  of its  other  clients  when the  manager  believes  that such
aggregation  provides  the best  execution  for the fund.  The  fund's  Board of
Directors has approved the policy of the manager with respect to the aggregation
of portfolio  transactions.  Where portfolio  transactions have been aggregated,
the fund  participates  at the average share price for all  transactions in that
security on a given day and share  transaction  costs on a pro rata  basis.  The
manager will not aggregate portfolio transactions of the fund unless it believes
such aggregation is consistent with its duty to seek best execution on behalf of
the fund and the terms of the  management  agreement.  The  manager  receives no
additional compensation or remuneration as a result of such aggregation.

In addition to managing the fund, the manager also acts as an investment advisor
to  12  institutional  accounts  and  to  the  following  registered  investment
companies:  American Century Mutual Funds,  Inc.,  American Century World Mutual
Funds, Inc., American Century Premium Reserves,  Inc., American Century Variable
Portfolios,  Inc., American Century Capital  Portfolios,  Inc., American Century
Strategic Asset Allocations,  Inc.,  American Century Municipal Trust,  American
Century  Government Income Trust,  American Century  Investment Trust,  American
Century  Target  Maturities  Trust,  American  Century  California  Tax-Free and
Municipal Funds, and American Century International Bond Funds.

American Century Services Corporation  provides physical  facilities,  including
computer hardware and software and personnel, for the day-to-day  administration
of the fund and of the  manager.  The manager  pays  American  Century  Services
Corporation for such services.

HOLIDAYS

The fund does not determine the net asset value of their shares on days when the
New York  Stock  Exchange  is  closed.  Currently,  the  Exchange  is  closed on
Saturdays  and Sundays,  and on holidays,  namely New Year's Day,  Martin Luther
King Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.


P.O. BOX 419200
KANSAS CITY, MISSOURI
64141-6200

INVESTOR SERVICES:
1-800-345-2021 OR 816-531-5575

AUTOMATED INFORMATION LINE:
1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:
1-800-634-4113 OR 816-444-3485

FAX: 816-340-7962

www.americancentury.com

              [american century logo]
                  American
                Century(reg.sm)
<PAGE>

- --------------------------------------------------------------------------------

PART C   OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a)       Financial Statements

          (i)  Financial   Statements  filed  in  Part  A  of  the  Registration
               Statement:

               1.   None.

          (ii) Financial   Statements  filed  in  Part  B  of  the  Registration
               Statement:

               1.   None.


(b)       Exhibits  (all  exhibits  not filed  herewith  are being  incorporated
          herein by reference)

          1.   Amended  and  Restated  Articles  of  Incorporation  of  American
               Century  Quantitative  Equity  Funds  dated July 30,  1997 (filed
               electronically as an Exhibit to  Post-Effective  Amendment No. 20
               on Form N-1A on August 29, 1997, File No. 33-19589.

          2.   Amended  and  Restated  Bylaws of American  Century  Quantitative
               Equity Funds dated March 9, 1998 (filed herewith as EX-99.B2).

          3.   Voting Trust Agreements - None.

          4.   (a)  Specimen copy of the American Century Global Gold Fund share
                    certificate is incorporated herein by reference to Exhibit 4
                    to Pre-Effective Amendment No. 2 filed July 12,1988.

               (b)  Specimen copy of the American  Century  Income & Growth Fund
                    share  certificate  is  incorporated  herein by reference to
                    Exhibit 4 to  Post-Effective  Amendment  No 5 filed March 1,
                    1991.

               (c)  Specimen  copy of the American  Century  Equity  Growth Fund
                    share  certificate  is  incorporated  herein by reference to
                    Exhibit 4 to  Post-Effective  Amendment  No 5 filed March 1,
                    1991.

               (d)  Specimen copy of the American  Century  Utilities Fund share
                    certificate is  incorporated  herein by reference to Exhibit
                    4(d) to  Post-Effective  Amendment No. 11 filed February 28,
                    1993.

               (e)  Specimen  copy  of  the  American   Century  Global  Natural
                    Resources Fund share  certificate is incorporated  herein by
                    reference to Exhibit 4(e) to Post-Effective Amendment No. 13
                    filed.

          5.   (a)  Management  Agreement  -  Investor  Class  between  American
                    Century  Quantitative  Equity  Funds  and  American  Century
                    Investment  Management,  Inc., dated August 1, 1997,  (filed
                    electronically as an Exhibit to Post-Effective Amendment No.
                    33 on Form N1-A of American Century Government Income Trust,
                    File No. 2-99222).

               (b)  Management   Agreement  -  Advisor  Class  between  American
                    Century  Quantitative  Equity  Funds  and  American  Century
                    Investment  Management,  Inc., dated August 1, 1997,  (filed
                    electronically as an Exhibit to Post-Effective Amendment No.
                    27 on Form N1-A of American Century Target Maturities Trust,
                    File No. 2-94608).

               (c)  Management  Agreement - Institutional Class between American
                    Century  Quantitative  Equity  Funds  and  American  Century
                    Investment  Management,  Inc., dated August 1, 1997,  (filed
                    electronically as an Exhibit to Post-Effective Amendment No.
                    20 on Form N1-A on August 29, 1997, File No. 33-19589).

          6.   Distribution  Agreement  between  American  Century  Quantitative
               Equity Funds and Funds Distributor,  Inc., dated January 15, 1998
               (filed  electronically as an Exhibit to Post-Effective  Amendment
               No. 28 on Form N1-A of American Century Target  Maturities Trust,
               File No. 2-94608).

          7.   Bonus and Profit Sharing Plan, Etc. - None.

          8.   Global Custody Agreement between The Chase Manhattan Bank and the
               Twentieth Century and Benham funds,  dated August 9, 1996, (filed
               electronically as an Exhibit to  Post-Effective  Amendment No. 31
               on Form N1-A of American Century  Government  Income Trust,  File
               No. 2-99222).

          9.   Transfer Agency Agreement  between American Century  Quantitative
               Equity Funds and American  Century  Services  Corporation,  dated
               August  1,  1997,   (filed   electronically   as  an  Exhibit  to
               Post-Effective  Amendment No. 33 on Form N1-A of American Century
               Government Income Trust, File No. 2-99222).

          10.  Opinion and Consent of Counsel (filed herewith as EX-99.B10).

          11.  Consent of Auditors - None.

          12.  Annual Report - None.

          13.  Agreements for Initial Capital, Etc. - None.

          14.  (a)  American  Century   Individual   Retirement   Account  plan,
                    including all instructions and other relevant documents,  is
                    incorporated   herein  by  reference  to  Exhibit  14(a)  to
                    Post-Effective Amendment No. 9 filed October 3, 1992.

               (b)  American Century  Pension/Profit-Sharing plan, including all
                    instructions and other relevant  documents,  is incorporated
                    herein  by  reference  to  Exhibit  14(b) to  Post-Effective
                    Amendment No. 9 filed October 3, 1992.

          15.  Master  Distribution  and  Shareholder  Services Plan of American
               Century Government Income Trust,  American Century  International
               Bond Fund,  American Century Target Maturities Trust and American
               Century Quantitative Equity Funds (Advisor Class) dated August 1,
               1997,  (filed  electronically  as an  Exhibit  to  Post-Effective
               Amendment  No.  27  on  Form  N1-A  of  American  Century  Target
               Maturities Trust, File No. 2-94608).

          16.  Schedules for Computation of Advertising Performance Quotations -
               None.

          17.  Power of Attorney  dated  January  15,  1998  (filed  herewith as
               EX-99.B17).

          18.  Multiple Class Plan of American Century  California  Tax-Free and
               Municipal  Funds,   American  Century  Government  Income  Trust,
               American  Century  International  Bond  Funds,  American  Century
               Investment  Trust,  American Century  Municipal  Trust,  American
               Century Target Maturities Trust and American Century Quantitative
               Equity Funds dated August 1, 1997,  (filed  electronically  as an
               Exhibit  to  Post-Effective  Amendment  No.  27 on  Form  N1-A of
               American Century Target Maturities Trust, File No. 2-94608).


Item 25. Persons Controlled by or Under Control with Registrant - None.


Item 26. Number of Holders of Securities - The Small Cap  Quantitative  Fund has
         no holders of Securities.


Item 27. Indemnification.

     Under the laws of the State of  California,  the Directors are entitled and
     empowered to purchase  insurance for and to provide by resolution or in the
     Bylaws for  indemnification out of Corporation assets for liability and for
     all  expenses  reasonably  incurred  or  paid or  expected  to be paid by a
     Director  or  officer  in  connection  with any  claim,  action,  suit,  or
     proceeding  in which he or she  becomes  involved  by  virtue of his or her
     capacity or former capacity with the Corporation. The provisions, including
     any exceptions and limitations concerning indemnification, may be set forth
     in  detail  in the  Bylaws  or in a  resolution  adopted  by the  Board  of
     Directors.

     Registrant  hereby  incorporates  by  reference,  as though set forth fully
     herein, Article II, Section 16 of Registrant's Amended and Restated Bylaws,
     dated May 31, 1995,  appearing as Exhibit 2(c) of Post-Effective  Amendment
     No. 17 filed on February 26, 1996.


Item 28. Business and Other Connections of Investment Advisor.

     American Century  Investment  Management,  Inc., the investment  manager to
     each of the  Registrant's  Funds,  is engaged in the  business  of managing
     investments  for  deferred   compensation  plans  and  other  institutional
     investors.

Item 29. Principal Underwriters.

          (a) Funds  Distributor,  Inc.  (the  "Distributor")  acts as principal
          underwriter for the following investment companies.

               American Century California Tax-Free and Municipal Funds
               American Century Capital Portfolios, Inc.
               American Century Government Income Trust
               American Century International Bond Funds
               American Century Investment Trust
               American Century Municipal Trust
               American Century Mutual Funds, Inc.
               American Century Premium Reserves, Inc.
               American Century Quantitative Equity Funds
               American Century Strategic Asset Allocations, Inc.
               American Century Target Maturities Trust
               American Century Variable Portfolios, Inc.
               American Century World Mutual Funds, Inc.
               BJB Investment Funds
               The Brinson Funds
               Dresdner RCM Capital Funds, Inc.
               Dresdner RCM Equity Funds, Inc.
               Harris Insight Funds Trust
               HT Insight Funds, Inc. d/b/a Harris Insight Funds
               J.P. Morgan Institutional Funds
               J.P. Morgan Funds
               The JPM Series Trust
               The JPM Series Trust II
               LaSalle Partners Funds, Inc.
               Monetta Fund, Inc.
               Monetta Trust
               The Montgomery Funds
               The Montgomery Funds II
               The Munder Framlington Funds Trust
               The Munder Funds Trust
               The Munder Funds, Inc.
               Orbitex Group of Funds
               St. Clair Funds, Inc.
               The Skyline Funds
               Waterhouse Investors Family of Funds, Inc.
               WEBS Index Fund, Inc.

               The  Distributor  is registered  with the Securities and Exchange
               Commission  as a  broker-dealer  and is a member of the  National
               Association of Securities Dealers.  The Distributor is located at
               60 State Street,  Suite 1300,  Boston,  Massachusetts  02109. The
               Distributor  is an  indirect  wholly-owned  subsidiary  of Boston
               Institutional  Group,  Inc.,  a  holding  company  all  of  whose
               outstanding shares are owned by key employees.

          (b)  The following is a list of the executive officers,  directors and
               partners of the Distributor:

<TABLE>
Name and Principal Business          Positions and Offices with          Positions and Offices with
Address*                             Underwriter                         Registrant

<S>                                 <C>                                 <C>
Marie E. Connolly                    Director, President and Chief       none
                                     Executive Officer

Richard W. Ingram                    Executive Vice President            President, Principal Executive
                                                                         and Principal Financial Officer

Donald R. Roberson                   Executive Vice President            none

William S. Nichols                   Executive Vice President            none

Michael S. Petrucelli                Senior Vice President               none

Joseph F. Tower, III                 Director, Senior Vice President,    none
                                     Treasurer and Chief Financial
                                     Officer

Paula R. David                       Senior Vice President               none

Allen B. Closser                     Senior Vice President               none

Bernard A. Whalen                    Senior Vice President               none

William J. Nutt                      Director                            none
- --------------------
* All addresses are 60 State Street, Suite 1300, Boston, Massachusetts 02109
</TABLE>

          (c) Not applicable.


Item 30. Location of Accounts and Records.

     American Century Investment Management, Inc., the Registrant, and its agent
     for  transfer  and  administrative  services,   American  Century  Services
     Corporation,  maintains  their  principal  office at 4500 Main St.,  Kansas
     City, MO 64111.  American Century Services  Corporation  maintains physical
     possession  of each  account,  book,  or other  document,  and  shareholder
     records as required by ss.31(a) of the 1940 Act and rules  thereunder.


Item 31. Management Services - None.


Item 32. Undertakings.

     a.   Not Applicable.

     b.   The Registrant hereby undertakes to file a Post-Effective Amendment to
          this  Registration  Statement,   using  reasonably  current  financial
          statements which need not be certified, within four to six months from
          the  effective  date  of  the   Registrant's   1933  Act  Registration
          Statement.

     c.   Registrant  hereby  undertakes  to  furnish  each  person  to  whom  a
          prospectus is delivered a copy of Registrant's latest annual report to
          shareholders, upon request and without charge.

     d.   Registrant  hereby  undertakes  that it will, if requested to do so by
          the holders of at least 10% of the  Registrant's  outstanding  shares,
          call a meeting of  shareholders  for the  purpose  of voting  upon the
          question of the removal of a director  and to assist in  communication
          with other shareholders as required by Section 16(c).
<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment Company Act of 1940, American Century  Quantitative Equity Funds, the
Registrant,  has duly caused this Post-Effective  Amendment No. 21/Amendment No.
23 to its Registration  Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Kansas City, State of Missouri, on the
15th day of April, 1998.

             AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS (Registrant)

                            By: /s/ Patrick A. Looby
                                Patrick A. Looby
                                Vice President

Pursuant to the requirements of the Securities Act of 1933, this  Post-Effective
Amendment No. 21/Amendment No. 23 has been signed below by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
                                                                      Date
<S>                                  <C>                                    <C>
*Richard W. Ingram                   President, Principal        April 15, 1998
- ---------------------------------    Executive and Principal
Richard W. Ingram                    Financial Officer

*Maryanne Roepke                     Vice President, Treasurer   April 15, 1998
- ---------------------------------    and Principal Accounting
Maryanne Roepke                      Officer

*Albert A. Eisenstat                 Director                    April 15, 1998
- ---------------------------------
Albert A. Eisenstat

*Ronald J. Gilson                    Director                    April 15, 1998
- ---------------------------------
Ronald J. Gilson

*William M. Lyons                    Director                    April 15, 1998
- ---------------------------------
William M. Lyons

*Myron S. Scholes                    Director                    April 15, 1998
- ---------------------------------
Myron S. Scholes

*Kenneth E. Scott                    Director                    April 15, 1998
- ---------------------------------
Kenneth E. Scott

*Isaac Stein                         Director                    April 15, 1998
- ---------------------------------
Isaac Stein

*James E. Stowers III                Director                    April 15, 1998
- ---------------------------------
James E. Stowers III

*Jeanne D. Wohlers                   Director                    April 15, 1998
- ---------------------------------
Jeanne D. Wohlers
</TABLE>

*By /s/ Patrick A. Looby
     Patrick A. Looby
     Attorney-in-Fact

EXHIBIT     DESCRIPTION

EX-99.B1    Amended and Restated  Articles of  Incorporation of American Century
            Quantitative  Equity  Funds  dated July 30, 1997 (filed as a part of
            Post-Effective  Amendment  No. 20 to the  Registration  Statement on
            Form N1-A of the Registrant,  File No. 33-19589, filed on August 29,
            1997, and incorporated herein by reference).

EX-99.B2    Amended and Restated Bylaws dated March 9, 1998.

EX-99.B4a   Specimen  copy  of the  American  Century  Global  Gold  Fund  share
            certificate  is  incorporated  herein by  reference  to Exhibit 4 to
            Pre-Effective Amendment No. 2 filed July 12, 1988.

EX-99.B4b   Specimen  copy of the  American  Century  Income & Growth Fund share
            certificate  is  incorporated  herein by  reference  to Exhibit 4 to
            Post-Effective Amendment No 5 filed March 1, 1991.

EX-99.B4c   Specimen  copy of the  American  Century  Equity  Growth  Fund share
            certificate  is  incorporated  herein by  reference  to Exhibit 4 to
            Post-Effective Amendment No 5 filed March 1, 1991.

EX-99.B4d   Specimen  copy  of  the  American   Century   Utilities  Fund  share
            certificate is  incorporated  herein by reference to Exhibit 4(d) to
            Post-Effective Amendment No. 11 filed February 28, 1993.

EX-99.B4e   Specimen copy of the American Century Global Natural  Resources Fund
            share  certificate  is  incorporated  herein by reference to Exhibit
            4(e) to Post-Effective Amendment No. 13 filed.

EX-99.B5a   Management  Agreement  - Investor  Class  between  American  Century
            Quantitative   Equity   Funds  and   American   Century   Investment
            Management,  Inc.,  dated  August  1,  1997  (filed  as  a  part  of
            Post-Effective  Amendment  No. 33 to the  Registration  Statement on
            Form N1-A of American  Century  Government  Income  Trust,  File No.
            2-99222, filed July 31, 1997, and incorporated herein by reference).

EX-99.B5b   Management  Agreement  -  Advisor  Class  between  American  Century
            Quantitative   Equity   Funds  and   American   Century   Investment
            Management,  Inc.,  dated  August  1,  1997  (filed  as  a  part  of
            Post-Effective  Amendment  No. 27 to the  Registration  Statement on
            Form N1-A of for American Century Target  Maturities Trust, File No.
            2-94608,  filed on  August  29,  1997,  and  incorporated  herein by
            reference).

EX-99.B5c   Management  Agreement - Institutional Class between American Century
            Quantitative   Equity   Funds  and   American   Century   Investment
            Management,  Inc.,  dated  August  1,  1997  (filed  as  a  part  of
            Post-Effective  Amendment  No. 20 to the  Registration  Statement on
            Form N1-A of the Registrant,  File No. 33-19589, filed on August 29,
            1997, and incorporated herein by reference).

EX-99.B6    Distribution  Agreement between American Century Quantitative Equity
            Funds and Funds Distributor,  Inc., dated January 15, 1998 (filed as
            a part  of  Post-Effective  Amendment  No.  28 to  the  Registration
            Statement on Form N1-A of American Century Target  Maturities Trust,
            File No. 2-94608, filed on January 30, 1998, and incorporated herein
            by reference).

EX-99.B8    Global Custody  Agreement  between The Chase  Manhattan Bank and the
            Twentieth   Century  and  Benham   funds,   dated   August  9,  1996
            Post-Effective  Amendment  No. 31 to the  Registration  Statement on
            Form N1-A of American  Century  Government  Income  Trust,  File No.
            2-99222,  filed on  February  7, 1997,  and  incorporated  herein by
            reference).

EX-99.B9    Transfer Agency  Agreement  between  American  Century  Quantitative
            Equity Funds and American Century Services Corporation, dated August
            1, 1997 (filed as a part of  Post-Effective  Amendment No. 33 to the
            Registration  Statement on Form N1-A of American Century  Government
            Income  Trust,  File  No.  2-99222,  filed  on July  31,  1997,  and
            incorporated herein by reference).

EX-99.B10   Opinion and Consent of Janet A. Nash, Esq.

EX-99.B14a  American Century Individual  Retirement Account plan,  including all
            instructions and other relevant documents, is incorporated herein by
            reference to Exhibit 14(a) to  Post-Effective  Amendment No. 9 filed
            October 3, 1992.

EX-99.B14b  American   Century   Pension/Profit-Sharing   plan,   including  all
            instructions and other relevant documents, is incorporated herein by
            reference to Exhibit 14(b) to  Post-Effective  Amendment No. 9 filed
            October 3, 1992.

EX-99.B15   Master  Distribution  and  Shareholder  Services  Plan  of  American
            Century Government Income Trust, American Century International Bond
            Fund,  American Century Target Maturities Trust and American Century
            Quantitative  Equity  Funds  (Advisor  Class)  dated  August 1, 1997
            (filed  as  a  part  of  Post-Effective  Amendment  No.  27  to  the
            Registration  Statement  on Form N1-A for  American  Century  Target
            Maturities  Trust,  File No. 2-94608,  filed on August 29, 1997, and
            incorporated herein by reference.

EX-99.B17   Power of Attorney dated January 15, 1998.

EX-99.B18   Multiple  Class Plan of American  Century  California  Tax-Free  and
            Municipal Funds,  American Century Government Income Trust, American
            Century International Bond Funds, American Century Investment Trust,
            American Century Municipal Trust, American Century Target Maturities
            Trust and American Century Quantitative Equity Funds dated August 1,
            1997  (filed  as a part of  Post-Effective  Amendment  No. 27 to the
            Registration  Statement  on Form N1-A for  American  Century  Target
            Maturities  Trust,  File No. 2-94608,  filed on August 29, 1997, and
            incorporated herein by reference).

EX-27.1.1   FDS - American Century Small Cap Quantitative Fund

                   AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS

                                     Bylaws
                            as amended March 9, 1998

                                Table of Contents

ARTICLE I Shareholders' Meeting..............................................1
     Section 1.  Place of Meetings...........................................1
     Section 2.  Meetings....................................................1
     Section 3.  Special Meetings............................................1
     Section 4.  Notice of Meetings..........................................1
     Section 5.  Consent to Shareholders' Meetings...........................2
     Section 6.  Shareholders Acting Without A Meeting.......................2
     Section 7.  Quorum......................................................2
     Section 8.  Voting Rights; Cumulative Voting............................2
     Section 9.  Proxies.....................................................3
     Section 10.  Organization...............................................3
     Section 11.  Inspectors of Election.....................................3

ARTICLE II Directors; Management.............................................3
     Section 1.  Powers......................................................3
     Section 2.  Number and Qualification....................................4
     Section 3.  Election and Tenure of Office...............................4
     Section 4.  Vacancies...................................................4
     Section 5.  Removal of Directors........................................5
     Section 6.  Place of Meetings and Meetings by Telephone.................5
     Section 7.  Organization Meetings.......................................5
     Section 8.  Other Regular Meetings......................................5
     Section 9.  Special Meetings - Notices..................................6
     Section 10.  Waiver of Notice...........................................6
     Section 11.  Directors Acting Without a Meeting by 
                  Unanimous Written Consent.................................
     Section 12.  Notice of Adjournment......................................6
     Section 13.  Quorum.....................................................6
     Section 14.  Compensation of Directors..................................7
     Section 15.  Executive Committee........................................7
     Section 16.  Indemnification............................................7

ARTICLE III Officers.........................................................9
     Section 1.  Officers....................................................9
     Section 2.  Election....................................................9
     Section 3.  Subordinate Officers, Etc...................................9
     Section 4.  Removal and Resignation.....................................9
     Section 5.  Vacancies...................................................9
     Section 6.  Chairman of the Board.......................................9
     Section 7.  President..................................................10
     Section 8.  Vice-President.............................................10
     Section 9.  Secretary..................................................10
     Section 10.  Chief Financial Officer...................................10
     Section 11.  Representation of Shares of Other Entities................11

ARTICLE IV Corporate Records and Reports - Inspection.......................11
     Section 1.  Records....................................................11
     Section 2.  Inspection of Books and Records............................11
     Section 3.  Certification and Inspection of Bylaws.....................11
     Section 4.  Checks, Drafts, Etc........................................11
     Section 5.  Contracts, Etc. -- How Executed............................12
     Section 6.  Annual Report..............................................12

ARTICLE V Certificates and Transfer of Shares...............................12
     Section 1.  Certificates for Shares....................................12
     Section 2.  Transfer on the Books......................................12
     Section 3.  Lost or Destroyed Certificates.............................13
     Section 4.  Transfer Agent and Custodian...............................13
     Section 5.  Legend Condition...........................................13

ARTICLE VI Corporate Seal...................................................13

ARTICLE VII Amendments to Bylaws............................................13
     Section 1.  By Shareholders............................................13
     Section 2.  Powers of Directors........................................13
     Section 3.  Record of Amendments.......................................13


                   AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS


                                     Bylaws
                            as amended March 9, 1998

                                    ARTICLE I
                              Shareholders' Meeting

Section 1.  Place of Meetings.
All  meetings  of  the  shareholders  shall  be  held  at  the  offices  of  the
corporation,  in the State of California,  as may be designated for that purpose
from time to time by the Board of  Directors,  or at any  other  suitable  place
designated by the Board of Directors.


Section 2.  Meetings.
In accordance with Section 600 of the California  Corporations Code, shareholder
meetings  shall be held as  required by the  Investment  Company Act of 1940 (15
U.S.C. Sec. 80a-1, et seq) or as the Board deems necessary.


Section 3.  Special Meetings.
Special  meetings of the  shareholders for any purpose or purposes may be called
at any time by the president,  a  vice-president,  the  secretary,  an assistant
secretary,  or by the Board of Directors, or by one or more shareholders holding
not less than  one-tenth  (1/10) of the voting  power of the  corporation.  Upon
request in writing by registered mail to the president,  a  vice-president,  the
secretary or an assistant secretary,  directed to such officers at the principal
office of the corporation, in California, or delivered to such officer in person
by any person entitled to call a meeting of  shareholders,  it shall be the duty
of such  officer  forthwith  to cause  notice  to be  given to the  shareholders
entitled  to vote of a meeting to be held at such time as such  officer  may fix
not less than ten nor more than sixty days after the receipt of such request. If
such notice  shall not be given  within  seven days after the date of mailing or
date of delivery of such request,  the person or persons calling the meeting may
fix the time of meeting and give notice thereof in the manner  provided by these
Bylaws.


Section 4.  Notice of Meetings.
Notices  of  meetings,   annual  or  special,  shall  be  given  in  writing  to
shareholders entitled to vote by the secretary or the assistant secretary, or if
there be no such  officer,  or in the case of his  neglect  or  refusal,  by any
director or shareholder.

Such notices shall be sent to the  shareholder's  address appearing on the books
of the  corporation,  or supplied by him to the  corporation  for the purpose of
notice, but not less than seven days before such meeting.

Notice of any meeting of shareholders  shall specify the place,  the day and the
hour of meeting,  and in case of special meeting,  as provided by the California
Corporations Code, the general nature of the business to be transacted.

If a shareholder supplies no address,  notice shall be deemed to have been given
to him if mailed to the place  where the  principal  office of the  company,  in
California, is situated, or published at least once in some newspaper of general
circulation  in the County of said principal  office.  Such notice shall specify
the place, the day and hour of the meeting, and in the case of special meetings,
the general nature of the business to be transacted.

If a meeting is adjourned  for more than 45 days or if after the  adjournment  a
new record date is fixed for the  adjourned  meeting,  a notice of the adjourned
meeting  shall be given to each  shareholder  of record  entitled to vote at the
meeting. Save, as aforesaid, it shall not be necessary to give any notice of the
adjournment  or of the business to be transacted  at an adjourned  meeting other
than by announcement at the meeting at which such adjournment is taken.


Section 5.  Consent to Shareholders' Meetings.
The  transactions  of any meeting of  shareholders,  however called and noticed,
shall be valid as though  had a at  meeting  duly held  after  regular  call and
notice,  if a quorum be  present  either in person or by proxy,  and if,  either
before or after the  meeting,  each of the  shareholders  entitled to vote,  not
present in person or by proxy,  sign a written waiver of notice, or a consent to
the holding of such  meeting,  or an approval of the minutes  thereof.  All such
waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting.


Section 6.  Shareholders Acting Without A Meeting.
Unless  otherwise  provided in the  Articles or in the  California  Corporations
Code, as amended from time to time,  any action which may be taken at any annual
or special  meeting of  shareholders  may be taken without a meeting and without
prior notice, if a consent in writing,  setting forth the action so taken, shall
be signed by the holders of outstanding  shares having not less than the minimum
number of votes that would be  necessary  to  authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.


Section 7.  Quorum.
The holders of a majority of the shares  entitled  to vote  thereat,  present in
person,  or  represented  by proxy,  shall be requisite  and shall  constitute a
quorum at all  meetings  of the  shareholders  for the  transaction  of business
except as  otherwise  provided by law, by the Articles of  Incorporation,  or by
these Bylaws. If, however,  such majority shall not be present or represented at
any meeting of the  shareholders,  the  shareholders  entitled to vote  thereat,
present in person, or by proxy, shall have the power to adjourn the meeting from
time to time, until the requisite  amount of voting shares shall be present.  At
such adjourned  meeting at which the requisite  amount of voting shares shall be
represented,  any business may be transacted which might have been transacted at
the meeting as originally notified.


Section 8.  Voting Rights; Cumulative Voting.
Every shareholder entitled to vote at any election of directors may cumulate his
votes and give one  candidate a number of votes equal to the number of directors
to be  elected  multiplied  by the  number of votes to which  the  shareholder's
shares are normally  entitled,  or  distribute  his votes on the same  principle
among as many candidates as the shareholder sees fit; provided, however, that no
shareholder  shall be  entitled  to  cumulate  votes  unless  the  candidate  or
candidates'  names have been  placed in  nomination  prior to the voting and the
shareholder has given such notice, all shareholders may cumulate their votes for
candidates in nomination.

The candidates  receiving the highest number of votes of the shares  entitled to
be voted for them,  up to the number of  directors to be elected by such shares,
are elected.

The Board of Directors may determine the shareholders  entitled to notice of any
meeting, or to vote, or entitled to receive any payment of any dividend or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect of any lawful actions, by fixing, in advance, a record date, which shall
not be more than 60 nor less than 10 days prior to the date of such  meeting nor
more than 60 days prior to any other action.  A determination of shareholders of
record entitled to notice of or to vote at a meeting of shareholders shall apply
to any adjournment of a meeting unless the Board fixes a new record date for the
adjourned  meeting;  but the Board shall fix a new record date if the meeting is
adjourned  for more  than 45 days  from the date set for the  original  meeting.
Shareholders  at the close of business  are entitled to notice and to vote or to
receive the  dividend,  distribution  or  allotment of rights or to exercise the
rights,  as the case may be,  notwithstanding  any transfer of any shares on the
books of the corporation after the record date.


Section 9.  Proxies.
Every person entitled to vote shares may authorize  another person or persons to
act by proxy  with  respect  to such  shares by  executing  a  written  proxy in
accordance  with the provisions of the California  Corporations  Code and filing
same with the Secretary of the Corporation.


Section 10.  Organization.
The president,  or in the absence of the president,  any  vice-president,  shall
call the meeting of the  shareholders to order, and shall act as chairman of the
meeting.  In  the  absence  of the  president  and  all of the  vice-presidents,
shareholders  shall  appoint a chairman for such  meeting.  The secretary of the
company shall act as secretary of all meetings of the  shareholders,  but in the
absence of the  secretary  at any  meeting of the  shareholders,  the  presiding
officer may appoint any person to act as secretary of the meeting.


Section 11.  Inspectors of Election.
In advance of any meeting of shareholders the Board of Directors may, if they so
elect, appoint inspectors of election to act at such meeting or any adjournments
thereof. If inspectors of election be not so appointed, the chairman of any such
meeting may, and on the request of any shareholder or his proxy shall, make such
appointment  at the  meeting.  The number of  inspectors  shall be either one or
three.


                                   ARTICLE II
                              Directors; Management

Section 1.  Powers.
Subject to the limitation of the Articles of Incorporation,  of the Bylaws,  and
of the laws of the State of California as to action to be authorized or approved
by the  shareholders,  all  corporate  powers  shall  be  exercised  by or under
authority  of,  and the  business  and  affairs  of this  corporation  shall  be
controlled by, a Board of Directors.


Section 2.  Number and Qualification.
The  authorized  number of directors of the  corporation  shall not be less than
seven (7) nor more than eleven  (11).  The exact  number of  directors  shall be
fixed  from  time to time by a  majority  of the  Board of  Directors  or by the
shareholders as provided in the California Corporations Code; provided, however,
that the  authority  of the Board to fix its  number of  directors  shall in all
events be exercised in a manner  consistent with the maintenance on the Board of
a majority of directors who are not  "interested  persons" in the corporation or
the corporation's investment advisor as defined by the Investment Company Act of
1940.  The selection  and  nomination  of  disinterested  directors is committed
solely to the  discretion  of a Nominating  Committee  consisting of all sitting
disinterested  directors  except where the  remaining  director or directors are
interested persons.


Section 3.  Election and Tenure of Office.
The directors shall be elected by ballot at shareholder meetings called for that
purpose, to serve until their successors are elected and have qualified,  except
that directors who are not "interested persons" as defined above or employees of
the Benham Capital  Management Group of companies shall retire at the end of the
calendar  year in which they shall have  reached  the age of  seventy-five  (75)
years. Their term of office shall begin immediately after election.


Section 4.  Vacancies.
"Vacancy" when used with respect to the Board means any  authorized  position of
director  which is not then  filled by a duly  elected,  appointed  or  approved
director, whether caused by death, resignation,  or removal, of any director, or
if the shareholders  shall increase the authorized number of directors but shall
fail at the meeting at which such  increase  is  authorized,  or an  adjournment
thereof,  to elect the  additional  director  so  provided  for,  or in case the
shareholders fail at any time to elect the full number of authorized directors.

Vacancies in the Board of Directors may be filled by a majority of the remaining
directors,  whether or not less than a quorum, or by a sole remaining  director;
provided,  however,  that  except  as may be  otherwise  required  by law,  such
vacancies  shall be filled so that a  majority  of the  Board of  Directors  are
disinterested  directors;  and,  further,  that the selection and  nomination of
disinterested  directors  hereunder is committed solely to the discretion of the
Nominating Committee (described in Section 2 of this Article),  except where the
remaining director or directors are interested persons.

Vacancies  occurring  on the Board of  Directors  by reason  of the  removal  of
directors  (as  provided in  California  Corporations  Code  Section 304) may be
filled only by approval of the shareholders.

Each  director  so  appointed  or  approved  shall hold  office  until he or his
successor is elected at an annual  meeting of  shareholders  or a special called
for that purpose.

The shareholders may at any time elect a director to fill any vacancy not filled
by the directors, and may elect the additional directors at the meeting at which
an amendment of the Articles of Incorporation  is voted  authorizing an increase
in the number of directors.

A vacancy or vacancies shall be deemed to exist in case of death, resignation or
removal of any director,  or if the  shareholders  shall increase the authorized
number of  directors  but shall fail at the  meeting at which such  increase  is
authorized,  or at an adjournment  thereof,  to elect the additional director so
provided  for,  or in case the  shareholders  fail at any time to elect the full
number of authorized directors.

If the Board of Directors accepts the resignation of a Director tendered to take
effect at a future time,  the Board,  or the  shareholders,  shall have power to
elect a successor to take office when the resignation shall become effective.

No reduction  of the number of  directors  shall have the effect of removing any
director prior to the expiration of his term of office.


Section 5.  Removal of Directors.
The entire  Board of Directors  or any  individual  director may be removed from
office as  provided  by  Section  810 of the  Corporations  Code of the State of
California.

Section 6.  Place of Meetings and Meetings by Telephone.
Meetings  of  the  Board  of  Directors  shall  be  held  at the  office  of the
corporation  in the State of California,  as designated  for that purpose,  from
time to time, by resolution of the Board of Directors or written  consent of all
of the members of the Board. Any meeting shall be valid,  wherever held, if held
by the written  consent of all members of the Board of  Directors,  given either
before or after the meeting and filed with the Secretary of the corporation. Any
meeting,  regular or special,  may be held by  conference  telephone  or similar
communication  equipment,  so long as all directors participating in the meeting
can hear one another,  and all such  directors  shall be deemed to be present in
person at the meeting;  provided that, in accordance  with the provisions of the
Investment Company Act of 1940, the Board may not transact by such a meeting any
business  which  involves the entering  into,  or the renewal,  performance,  or
approval of any contract or agreement,  whereby a person undertakes regularly to
serve or act as the Fund's Investment Advisor or principal underwriter.


Section 7.  Organization Meetings.
The  organization  meetings of the Board of Directors shall be held  immediately
following the adjournment of the annual meetings of the shareholders.


Section 8.  Other Regular Meetings.
Regular  meetings  of the  Board of  Directors  shall  be held at the  corporate
offices, or such other place as may be designated by the Board of Directors,  as
follows:

     Time of Regular Meeting:      10:00 a.m.

     Date of Regular Meeting:      February 10, May 10, August 10, November 10

If said day shall fall upon a holiday,  such meetings  shall be held on the next
succeeding  business  day  thereafter.  No notice need be given of such  regular
meetings.


Section 9.  Special Meetings - Notices.
Special  meetings of the Board of Directors for any purpose or purposes shall be
called at any time by the  president  or if he is absent or unable or refuses to
act, by any vice-president of by any two directors.

Written  notice of the time and place of  special  meetings  shall be  delivered
personally  to the  directors or sent to each director by letter or by telegram,
charges prepaid, addressed to him at his address as it is shown upon the records
of the  corporation,  or if it is not so shown on such records or is not readily
ascertainable, at the place in which the meetings of the directors are regularly
held. In the case such notice is mailed or telegraphed, it shall be deposited in
the United  States mail or delivered to the telegraph  company,  in the place in
which the principal  office of the  corporation is located at least  forty-eight
(48) hours prior to the time of the holding of the meeting.  In case such notice
is delivered as above  provided,  it shall be so delivered at least  twenty-four
(24)  hours  prior to the time of the  holding  of the  meeting.  Such  mailing,
telegraphing  or delivery as above  provided  shall be due,  legal and  personal
notice to such director.


Section 10.  Waiver of Notice.
When all of the directors are present at any directors' meeting,  however called
or noticed,  and sign a written  consent thereto on the records of such meeting,
or, if a majority of the directors are present, and if those not present sign in
writing  a waiver  of  notice  of such  meeting,  whether  prior to or after the
holding of such meeting,  which said waiver shall be filed with the Secretary of
the corporation,  the  transactions  thereof are as valid as if had at a meeting
regularly called and noticed.


Section 11.  Directors Acting Without a Meeting by Unanimous Written Consent.
Any action  required or permitted  to be taken by the Board of Directors  may be
taken  without a  meeting  and with the same  force and  effect as if taken by a
unanimous vote of directors, if authorized by a writing signed by all members of
the board; provided that, in accordance with the Investment Company Act of 1940,
such  written  consent  does not approve the  entering  into,  or the renewal or
performance of any contract or agreement,  whereby a person undertakes regularly
to serve or act as the Fund's Investment Advisor or principal  underwriter.  All
consents shall be filed with the regular minutes of the board.


Section 12.  Notice of Adjournment.
Notice of the time and place of holding an  adjourned  meeting need not be given
to absent directors if the time and place be fixed at the meeting adjourned.


Section 13.  Quorum.
A majority of the number of directors as fixed by the Articles of  Incorporation
or Bylaws  shall be  necessary to  constitute  a quorum for the  transaction  of
business,  and the action of a majority of the directors  present at any meeting
at which there is a quorum,  when duly  assembled,  is valid as a corporate act;
provided  that a minority  of the  directors,  in the  absence of a quorum,  may
adjourn from time to time, but may not transact any business. As to any business
which by law requires a vote of the non-affiliated,  independent directors, such
business may not be transacted without such vote.


Section 14.  Compensation of Directors.
Directors,  as such, shall not receive any stated salary for their services, but
by resolution of the Board a fixed sum and expense of attendance, if any, may be
allowed  for  attendance  at each  regular  and  special  meeting  of the Board,
provided  that  nothing  herein  contained  shall be  construed  to preclude any
director  from  serving  the  company  in  any  other   capacity  and  receiving
compensation therefor.  Directors unaffiliated with the corporation's investment
advisor  will  be  paid  by  the  corporation.  Directors  affiliated  with  the
corporation's investment advisor shall be paid, if at all, by the Advisor.


Section 15.  Executive Committee.
An executive  committee may be appointed by  resolution  passed by a majority of
the whole Board.  The  executive  committee  shall be composed of members of the
Board,  and  shall  have  such  powers as may be  expressly  delegated  to it by
resolution of the Board of Directors. It shall act only in the intervals between
meetings  of the Board and shall be subject  at all times to the  control of the
Board of Directors.


Section 16.  Indemnification.
In the event that any  present or past  director or officer of the Fund is named
or threatened to be named as a defendant in any civil, criminal,  administrative
or investigative  action or proceeding  arising out of his conduct as a director
or officer of the Fund (hereinafter "proceeding"),  the Fund shall to the extent
permitted by this bylaw,  Section 317 of the  California  Corporations  Code and
Section  17 of the  Investment  Company  Act of  1940  (the  "Act")  advance  or
reimburse such officer or director for expenses,  judgments,  fines, settlements
and other amounts incurred in connection therewith.

A.       The  Fund  shall in no event  indemnify  an  officer  or  director  for
         expenses and other amounts incurred, except upon a determination by:

          1.   a court or other body before whom the proceeding was brought, or

          2.   in the  absence of a  determination  by such court or other body,
               by:

               a)   the vote of a  majority  of a quorum  of  directors  who are
                    neither  "interested  persons"  of the company as defined in
                    Section  2(a)(19) of the Act nor a party to the  proceeding,
                    or

               b)   in independent legal counsel in a written opinion,

         that such  person is not liable by reason of willful  misfeasance,  bad
         faith,  gross negligence,  or reckless disregard of duties as described
         in Section 17(h) of the Act.

B.       The Fund shall  indemnify  an officer or director  for any expenses and
         amounts  actually  and  reasonably  incurred  in  connection  with  any
         proceeding  or claim other than one by or in right of the Fund, if such
         person has not prevailed on the merits, upon a determination by:

          1.   a majority of a quorum of  directors  who are not parties to such
               proceeding, or

          2.   the court in which such proceeding is or was pending, or

          3.   approval  of the  shareholders  as provided in Section 153 of the
               California Corporations Code, with the shares owned by the person
               to be indemnified not being entitled to vote,

         that  such  person  acted in good  faith  and in a manner  such  person
         reasonably believed to be in the best interests of the Fund and, in the
         case of a criminal proceeding, that such person had no reasonable cause
         to believe his conduct was unlawful.

C.       The Fund shall  indemnify an officer or director for expenses  actually
         and  reasonably  incurred in  connection  with any  proceeding by or in
         right of the Fund, if such person has not prevailed on the merits, upon
         a determination by:

          1.   a majority of a quorum of  directors  who are not parties to such
               proceeding, or

          2.   the court in which such proceeding is or was pending,

          3.   approval  of the  shareholders  as provided in Section 153 of the
               California Corporations Code, with the shares owned by the person
               to be indemnified not being entitled to vote,

         that such person acted in good faith,  in a manner such person believed
         to be in the best  interests of the Fund and with such care,  including
         reasonable  inquiry, as an ordinarily prudent person in a like position
         would use under similar  circumstances;  except that no indemnification
         shall be made:

          a.   of  amounts  paid  in  settling  or  otherwise   disposing  of  a
               threatened or pending action, with or without court approval,

          b.   of expenses  incurred in defending a threatened or pending action
               which is settled or otherwise disposed of without court approval,
               or

          c.   with  respect  to a claim for which such  person  shall have been
               adjudged  liable to the Fund,  unless and to the extent  that the
               court in which such  proceeding is or was pending shall determine
               that, in view of all  circumstances  of the case,  such person is
               fairly and  reasonably  entitled to  indemnity  for the  expenses
               which such court shall determine.

         To the extent an officer or director of the Fund has been successful on
         the merits in defense  of any  proceeding,  or in defense of any claim,
         issue or matter  therein,  such  person  shall be  indemnified  against
         expenses actually and reasonably  incurred by such person in connection
         therewith.

All amounts  indemnified  pursuant to this bylaw shall be indemnified  only upon
final  disposition of the  proceeding in which they were  incurred,  except that
expenses incurred by an officer or director in defending any proceeding shall be
advanced prior to the final  disposition of such  proceeding upon receipt by the
Fund of an  adequately  secured  undertaking  by or on behalf of such  person to
repay such amount advanced  unless it be determined  ultimately that such person
is entitled to indemnification pursuant to the provisions of this bylaw.


                                   ARTICLE III
                                    Officers

Section 1.  Officers.
The  officers  of the  Corporation  shall  be a  President,  a  Secretary  and a
Treasurer.  The  corporation  may also have,  at the  discretion of the Board of
Directors, one or more Vice Presidents,  one or more Assistant Secretaries,  one
or more  Assistant  Treasurers,  and such other  officers as may be appointed in
accordance  with the  provisions of Section 3 of this Article III. Any number of
offices may be held by the same person.


Section 2.  Election.
The  officers of the  corporation,  except such  officers as may be appointed in
accordance  with the  provisions of Section 3 or Section 5 of this Article shall
be chosen by the Board of  Directors,  and each shall  hold his office  until he
shall  resign or shall be removed or  otherwise  disqualified  to serve,  or his
successor shall be elected and qualified.


Section 3.  Subordinate Officers, Etc.
The Board of Directors  may appoint  such other  officers as the business of the
corporation  may require,  each of whom shall hold office for such period,  have
such  authority  and perform such duties as are provided in the Bylaws or as the
Board of Directors may from time to time determine.


Section 4.  Removal and Resignation.
Any officer may be removed,  either with or without cause,  by a majority of the
directors at the time in office, at any regular or special meeting of the Board,
or,  except  in case of an  officer  chosen by the  Board of  Directors,  by any
officer  upon  whom  such  power of  removal  may be  conferred  by the Board of
Directors.

Any  officer  may  resign at any time by giving  written  notice to the Board of
Directors, or to the president, or to the secretary of the corporation. Any such
resignation  shall take  effect at the date of the  receipt of such notice or at
any later time specified therein;  and, unless otherwise specified therein,  the
acceptance of such resignation shall not be necessary to make it effective.


Section 5.  Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification
or any other  cause shall be filled in the manner  prescribed  in the bylaws for
regular appointments to such office.


Section 6.  Chairman of the Board.
The  Directors  may  designate a Director to serve as the Chairman of the Board,
who shall not be considered an officer of the  Corporation.  The Chairman of the
Board  shall,  if present,  preside at meetings  of the Board of  Directors  and
exercise  and perform  such other  powers and duties as may be from time to time
assigned to him by the Board of Directors or prescribed by the Bylaws.


Section 7.  President.
Subject  to such  supervisory  powers,  if any,  as may be given by the Board of
Directors to the Chairman of the Board,  the  President  shall be the  principal
executive  officer and the principal  operating  officer of the  Corporation and
shall,  subject to control of the Board of Directors,  have general supervision,
direction  and control of the business and the officers of the  Corporation.  He
shall preside at all shareholder meetings and, in the absence of the Chairman of
the Board or if there be none,  at all  meetings of the Board of  Directors.  He
shall have the general  powers and duties of  management  usually  vested in the
office of President of a corporation and shall have such other powers and duties
as may be prescribed by the Board of Directors or these Bylaws.


Section 8.  Vice-President.
In the absence or disability of the president, the vice-presidents,  in order of
their  rank  as  fixed  by  the  Board  of  Directors,  or if  not  ranked,  the
vice-president  designated  by the Board of  Directors,  shall  perform  all the
duties of the president, and when so acting shall have all the powers of, and be
subject to, all the restrictions upon, the president.  The vice-president  shall
have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors or the Bylaws.


Section 9.  Secretary.
The  secretary  shall  keep,  or  cause  to be kept,  a book of  minutes  at the
principal office or such other place as the Board of Directors may order, of all
meetings  of  Directors  and  Shareholders,  with the time and place of holding,
whether regular or special, and if special,  how authorized,  the notice thereof
given, the names of those present at directors'  meetings,  the number of shares
present or represented at shareholders' meetings and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal office or at the
office of the corporation's transfer agent, a share register, or duplicate share
register,  showing the names of the shareholders and their addresses; the number
and classes of shares held by each; the number and date of  certificates  issued
(if  any)  for the  same;  and the  number  and  date of  cancellation  of every
certificate surrendered for cancellation.

The secretary  shall give,  or cause to be given,  notice of all meetings of the
shareholders  and of the Board of Directors  required by the bylaws or by law to
be given,  and he shall keep the seal of the  corporation  in safe custody,  and
shall have such other powers and perform such other duties as may be  prescribed
by the Board of Directors or by the bylaws.


Section 10.  Chief Financial Officer.
The chief  financial  officer shall keep and  maintain,  or cause to be kept and
maintained,  adequate  and  correct  accounts  of the  properties  and  business
transactions of the corporation,  including accounts of its assets, liabilities,
receipts,  disbursements,  gains,  losses,  capital,  surplus  and  shares.  Any
surplus,  including  earned surplus,  paid-in surplus and surplus arising from a
reduction of stated capital,  shall be classified  according to source and shown
in a separate  account.  The books of account shall at all  reasonable  times be
open to inspection by any director.

The chief  financial  officer  shall deposit or cause to be deposited all moneys
and other  valuables in the name and to the credit of the  corporation  with the
corporation's  custodian  bank.  He  shall  cause  disbursement  of funds of the
corporation  as may be ordered by the Board of  Directors,  shall  render to the
president  and  directors,  whenever  they  request it, an account of all of his
transactions  as chief financial  officer and of the financial  condition of the
corporation,  and shall have such other  powers and perform such other duties as
may be prescribed by the Board of Directors or the bylaws.


Section 11.  Representation of Shares of Other Entities.
The  chairman of the board,  the  president  or any vice  president or any other
person  authorized  by  resolution  of the Board of  Directors  or by any of the
foregoing designated officers,  is authorized to vote on behalf of the Funds any
and all shares of any  corporation or  corporations,  partnerships,  trusts,  or
other  entities,  foreign or  domestic,  standing in the name of the Funds.  The
authority  granted to these officers to vote or represent on behalf of the Funds
any and all shares held by the Funds in any form or entity may be  exercised  by
any of these officers in person or by any person  authorized to do so, including
duly  authorized  advisors  and/or  subadvisors  of the  Funds,  by a proxy duly
executed by these officers.


                                   ARTICLE IV
                   Corporate Records and Reports - Inspection

Section 1.  Records.
The corporation shall maintain adequate and correct accounts,  books and records
of its business and properties. All of such books, records and accounts shall be
kept at its principle  place of business in the State of  California,  or at the
office of its transfer  agent,  custodian or  accountant,  as  determined by the
president and secretary from time to time.


Section 2.  Inspection of Books and Records.
All books and records provided for in Section 3003 of the  Corporations  Code of
California  shall be open to inspection of the directors and  shareholders  from
time to time and in the manner provided in said Section 3003.


Section 3.  Certification and Inspection of Bylaws.
The original or a copy of these Bylaws, as amended or otherwise altered to date,
certified by the Secretary,  shall be open to inspection by the  shareholders of
the company, as provided in Section 502 of the California Corporations Code.


Section 4.  Checks, Drafts, Etc.
All  checks,  drafts  or other  orders  for  payment  of  money,  notes or other
evidences of indebtedness,  issued in the name of or payable to the corporation,
shall be signed or  endorsed  by such  person or persons  and in such  manner as
shall be determined from time to time by resolution of the Board of Directors.


Section 5.  Contracts, Etc. -- How Executed.
The  Board  of  Directors,  except  as in the  Bylaws  otherwise  provided,  may
authorize any officer or officers,  agent or agents,  to enter into any contract
or execute any instrument in the name of and on behalf of the corporation.  Such
authority may be general or confined to specific instances. Unless so authorized
by the Board of Directors, no officer, agent or employee shall have any power or
authority to bind the  corporation by any contract or  engagement,  or to pledge
its credit, or to render it liable for any purpose or to any amount.


Section 6.  Annual Report.
The Board of Directors  shall cause an annual  report or statement to be sent to
the  shareholders of this corporation not later than 120 days after the close of
the fiscal or calendar year in accordance with the provisions of Sections 3006 -
3010 of the Corporations  Code of the State of California,  and shall distribute
financial  reports  to the  shareholders  as of the last  days of  March,  June,
September and December of each year.


                                    ARTICLE V
                       Certificates and Transfer of Shares

Section 1.  Certificates for Shares.
Certificates  for  shares  shall be of such  form  and  device  as the  Board of
Directors  may  designate  and shall state the name of the record  holder of the
shares represented thereby;  its number; date of issuance;  the number of shares
for which it is issued;  the par value,  if any, or a statement that such shares
are  without par value;  a  statement  of rights,  privileges,  preferences  and
restrictions,  if any; a statement as to the redemption or conversion, if any; a
statement  of liens or  restrictions  upon  transfer  or voting,  if any; if the
shares be assessable or, if assessments  are collectible by personal  action,  a
plain statement of such facts.

Every  certificate  for shares must be signed by the Chairman,  president or any
vice president and by the Chief Financial  Officer,  the secretary,  Controller,
any Assistant  Controller or any assistant secretary or must be authenticated by
facsimiles of the signatures of the president and secretary or by a facsimile of
the signature of its president and the written  signature of its secretary or an
assistant  secretary.  Before it becomes  effective every certificate for shares
authenticated  by a facsimile of a signature must be countersigned by a transfer
agent or transfer clerk and must be registered by an incorporated  bank or trust
company, either domestic or foreign, as registrar of transfers.

Notwithstanding  any of the foregoing,  the Board of Directors may authorize the
issuance without certificate of any class or series of shares of the Corporation
in accordance with California law.


Section 2.  Transfer on the Books.
Upon  surrender  to the  secretary  or transfer  agent of the  corporation  of a
certificate  for shares  duly  endorsed  or  accompanied  by proper  evidence of
succession,  assignment  or authority  to transfer,  it shall be the duty of the
corporation to issue a new  certificate to the person entitled  thereto;  cancel
the old certificate and record the transaction upon its books.


Section 3.  Lost or Destroyed Certificates.
Any person claiming a certificate of stock to be lost or destroyed shall make an
affidavit or  affirmation  of that fact and advertise the same in such manner as
the Board of Directors  may require,  and shall if the directors so require give
the  corporation a bond of indemnity,  in the form and with one or more sureties
satisfactory to the Board, in at least double the value of the stock represented
by said certificate, whereupon a new certificate may be issued in the same tenor
and for the same number of shares as the one alleged to be lost or destroyed.


Section 4.  Transfer Agent and Custodian.
The Board of Directors  may authorize the president to contract for the services
of a transfer agent and custodian for the corporation.


Section 5.  Legend Condition.
In the event any shares of this  corporation  are issued pursuant to a permit or
exemption therefrom requiring the imposition of a legend condition the person or
persons issuing or transferring  said shares shall make sure said legend appears
on the certificate and on the stub relating thereto in the stock record book and
shall not be  required to  transfer  any shares  free of such  legend  unless an
amendment to such permit or a new permit be first issued so  authorizing  such a
deletion.


                                   ARTICLE VI
                                 Corporate Seal
The corporate seal shall be circular in form,  and shall have inscribed  thereon
the  name of the  corporation,  the  date  of its  incorporation,  and the  word
California.


                                   ARTICLE VII
                              Amendments to Bylaws

Section 1.  By Shareholders.
New Bylaws may be adopted or these  bylaws may be  repealed  or amended at their
annual  meeting,  or at any other  meeting of the  shareholders  called for that
purpose, by a vote of shareholders entitled to exercise a majority of the voting
power of the corporation, or by written assent of such shareholders.


Section 2.  Powers of Directors.
Subject to the right of the  shareholders to adopt,  amend or repeal bylaws,  as
provided in Section 1 of this Article  VII,  the Board of  Directors  may adopt,
amend or repeal  any of these  bylaws  other than a bylaw or  amendment  thereof
changing the authorized number of directors.


Section 3.  Record of Amendments.
Whenever an amendment or new bylaw is adopted, it shall be copied in the book of
bylaws with the  original  bylaws,  in the  appropriate  place.  If any Bylaw is
repealed,  the fact of repeal  with the date of the  meeting at which the repeal
was enacted or written assent was filed shall be stated in said book.

                                 Janet A. Nash
                                Attorney at Law
                       4500 Main Street * P.O. Box 418210
                        Kansas City, Missouri 64141-9210

                                                                  April 15, 1998

American Century Quantitative Equity Funds
American Century Tower
4500 Main Street
Kansas City, Missouri  64111

Ladies and Gentlemen:

    As   counsel   to   American   Century   Quantitative   Equity   Funds  (the
"Corporation"),  I am  generally  familiar  with its  affairs.  Based  upon this
familiarity, and upon the examination of such documents as I deemed relevant, it
is my  opinion  that the  shares of the  Corporation  described  in the 1933 Act
Post-Effective   Amendment  No.  21  and  1940  Act  Amendment  No.  23  to  its
Registration  Statement  on Form  N-1A,  to be  filed  with the  Securities  and
Exchange  Commission on April 15, 1998,  will,  when issued,  be validly issued,
fully paid and nonassessable.

    For the  record,  it should  be stated  that I am an  employee  of  American
Century  Services  Corporation,  an affiliated  corporation of American  Century
Investment Management, Inc., the investment advisor of the Corporation.

    I  hereby  consent  to  the  use  of  this  opinion  as an  exhibit  to  the
above-referenced Post-Effective Amendment.

                                Very truly yours,



                                /s/Janet A. Nash
                                Janet A. Nash

                                POWER OF ATTORNEY

    KNOW  ALL MEN BY THESE  PRESENTS,  that the  undersigned,  AMERICAN  CENTURY
QUANTITATIVE  EQUITY FUNDS,  hereinafter  called the  "Corporation"  and certain
directors  and officers of the  Corporation,  do hereby  constitute  and appoint
James E. Stowers,  III, William M. Lyons, Douglas A. Paul, and Patrick A. Looby,
and each of them  individually,  their true and lawful  attorneys  and agents to
take any and all action and execute any and all instruments which said attorneys
and agents may deem  necessary or advisable to enable the  Corporation to comply
with the Securities  Act of 1933 and/or the  Investment  Company Act of 1940, as
amended, and any rules regulations,  orders, or other requirements of the United
States  Securities and Exchange  Commission  thereunder,  in connection with the
registration  under the Securities Act of 1933 and/or the Investment Company Act
of 1940,  as amended,  including  specifically,  but without  limitation  of the
foregoing, power and authority to sign the name of the Corporation in its behalf
and to affix its corporate seal, and to sign the names of each of such directors
and officers in their capacities as indicated, to any amendment or supplement to
the  Registration  Statement  filed with the Securities and Exchange  Commission
under the Securities  Act of 1933 and/or the Investment  Company Act of 1940, as
amended,  and to any  instruments or documents filed or to be filed as a part of
or in connection with such Registration Statement; the Registration Statement on
Form  N-14 and any  amendments  or  supplements  thereto  to be  filed  with the
Securities and Exchange  Commission  under the Securities Act of 1933 and/or the
Investment Company Act of 1940, as amended,  and to any instruments or documents
filed  or to be  filed  as  part  of or in  connection  with  such  Registration
Statement;  and each of the  undersigned  hereby  ratifies and confirms all that
said attorneys and agents shall do or cause to be done by virtue hereof.

    IN WITNESS WHEREOF,  the Corporation has caused this Power to be executed by
its duly authorized officers on this the 15th day of January, 1998.

                                      AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
                                      (A California Corporation)

                                      By: /s/ Richard W. Ingram 
                                          Richard W. Ingram, President


                         SIGNATURE AND TITLE

/s/ James E. Stowers III                       /s/ Isaac Stein
James E. Stowers, III                          Isaac Stein
Chairman                                       Director

/s/ Albert A. Eisenstat                        /s/ Jeanne D. Wohlers
Albert A. Eisenstat                            Jeanne D. Wohlers
Director                                       Director

/s/ Ronald J. Gilson                           /s/ William M. Lyons
Ronald J. Gilson                               William M. Lyons
Director                                       Director

/s/ Myron S. Scholes                           /s/ Maryanne Roepke
Myron S. Scholes                               Maryanne Roepke
Director                                       Treasurer

/s/ Kenneth E. Scott                           Attest:
Kenneth E. Scott
Director                                       By: /s/ Douglas A. Paul
                                                   Douglas A. Paul, Secretary

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE ANNUAL REPORT OF AMERICAN CENTURY MUTUAL FUNDS, INC.
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000827060
<NAME> AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
<SERIES>
   <NUMBER> 6
   <NAME> AMERICAN CENTURY SMALL CAP QUANTITATIVE
       
<S>                         <C>
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<FISCAL-YEAR-END>                            DEC-31-1997
<PERIOD-END>                                 DEC-31-1997
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<EXPENSE-RATIO>                                     0.00
<AVG-DEBT-OUTSTANDING>                                 0
<AVG-DEBT-PER-SHARE>                                   0
        

</TABLE>


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